Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion: 6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor. 6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”). 6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents. 6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent. 6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 19 contracts
Samples: Securities Purchase Agreement, Securities Purchase Agreement (SPI Energy Co., Ltd.), Securities Purchase Agreement (Humbl, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Warrant and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C E evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D F to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 5 contracts
Samples: Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (NAKED BRAND GROUP LTD)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents. In the event any of the conditions in Sections 5 and 6 is not satisfied or waived by the Closing Date, the Agreement will be cancelled and deemed void ab initio.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 5 contracts
Samples: Securities Purchase Agreement (China SXT Pharmaceuticals, Inc.), Securities Purchase Agreement (China SXT Pharmaceuticals, Inc.), Securities Purchase Agreement (China SXT Pharmaceuticals, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Security Agreement, and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 5 contracts
Samples: Securities Purchase Agreement (CytoDyn Inc.), Securities Purchase Agreement (CytoDyn Inc.), Securities Purchase Agreement (CytoDyn Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Security Agreement and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Growlife, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note and Warrant in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Technology Applications International Corp), Securities Purchase Agreement (CrowdGather, Inc.), Securities Purchase Agreement (Homeland Resources Ltd.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Color Star Technology Co., Ltd.), Securities Purchase Agreement (Ostin Technology Group Co., Ltd.), Securities Purchase Agreement (Taoping Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Note at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Security Agreements and delivered the same to Investor.
6.2. Company DMI and DMC shall have executed and delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”)Subsidiary Guaranties.
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.4. Company and BHI shall have executed and delivered to Investor a fully executed Share Issuance Resolution substantially in the form Intercreditor Agreement attached hereto as Exhibit D H (the “Intercreditor Agreement”) and delivered the same to be delivered to the Transfer AgentInvestor.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 3 contracts
Samples: Note Purchase Agreement (Damon Inc.), Note Purchase Agreement (Grafiti Holding Inc.), Note Purchase Agreement (Grafiti Holding Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Future FinTech Group Inc.), Note Purchase Agreement (Tantech Holdings LTD), Note Purchase Agreement (Farmmi, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Mountain High Acquisitions Corp.), Securities Purchase Agreement (Mountain High Acquisitions Corp.), Securities Purchase Agreement (Inception Mining Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Security Agreement and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (Growlife, Inc.), Securities Purchase Agreement (NovaBay Pharmaceuticals, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Note at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Applied UV, Inc.), Securities Purchase Agreement (Applied UV, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Innovate Biopharmaceuticals, Inc.), Securities Purchase Agreement (Innovate Biopharmaceuticals, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note and Warrant in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Epoxy, Inc.), Securities Purchase Agreement (Stationdigital Corp)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement, the Security Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (MassRoots, Inc.), Securities Purchase Agreement (Hemispherx Biopharma Inc)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following applicable conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. With respect to the Closing, Company shall have executed and delivered the Note to Investor.
6.3. Prior to the Closing, Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Prior to the Closing, Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.46.5. Prior to the Closing, Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.D.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (E-Home Household Service Holdings LTD), Securities Purchase Agreement (E-Home Household Service Holdings LTD)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note and Warrants in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Artec Global Media, Inc.), Securities Purchase Agreement (Reve Technologies, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).) substantially in the form attached hereto as Exhibit B.
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate evidencing Company’s approval of the Transaction Documents substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.C.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution to be delivered to the Transfer Agent substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.D.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Blue Sphere Corp.), Securities Purchase Agreement (Players Network)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrant in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).) substantially in the form attached hereto as Exhibit F.
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate evidencing Company’s approval of the Transaction Documents substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.G.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution resolution to be delivered to the Transfer Agent substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.H.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Endeavor Ip, Inc.), Securities Purchase Agreement (Dna Precious Metals Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrant in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Islet Sciences, Inc), Securities Purchase Agreement (Inception Mining Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the applicable Securities at the applicable Closing is subject to the satisfaction, on or before the each applicable Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Solely with respect to the First Closing, Company shall have executed and delivered Note #1 to Investor.
6.3. Solely with respect to the Second Closing, Company shall have executed and delivered Note #2 to Investor.
6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.46.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.7. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
6.8. Solely with respect to the Second Closing, Company shall have (a) received the Approval (as defined in Note #1), and (b) filed the Prospectus Supplement with the SEC.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Notes at the Closing Closings is subject to the satisfaction, on or before the applicable Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.13.1. With respect to the Initial Closing, Company shall have executed this Agreement, the Security Agreement and the Note Pledge Agreement and delivered the same to Investor.
6.23.2. With respect to each Closing, Company shall have executed and delivered the applicable Note to Investor.
3.3. With respect to the Initial Closing, Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.33.4. With respect to the Initial Closing, Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documentsapplicable transaction documents.
6.43.5. With respect to the Initial Closing, Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Settlement & Dispute Resolution (Silver Dragon Resources Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.
6.3. Company shall have executed and delivered to Investor the Pledge Agreement.
6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.7. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s 's sole benefit and may be waived by Investor investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B D and acknowledged and agreed to in writing by Company’s 's transfer agent (the “"Transfer Agent”").
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s 's Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s 's approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vape Holdings, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note and the Note Pledge Agreement and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company 5.1 Borrower shall have executed this Agreement Agreement, the Note and the Note Warrant and delivered the same to Investor.
6.2. Company 5.2 [Intentionally Omitted].
5.3 Bxxxxxxx’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
5.4 Borrower shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by CompanyBxxxxxxx’s transfer agent (the “Transfer Agent”).
6.3. Company 5.5 Borrower shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C B(1) evidencing CompanyBorrower’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company 5.6 Borrower shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company Borrower herein or thereintherein and shall have met all requirements in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (SMX (Security Matters) Public LTD Co)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrant in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C (the “Transfer Agent”) shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”)agent.
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate evidencing Company’s approval of the Transaction Documents substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.D.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Premier Biomedical Inc)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Panther Biotechnology, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Note at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor along with certain conditions more particularly described on Exhibit J attached hereto.
6.2. Acenzia and NHL shall have executed the Collateral Agreements and delivered the same to Investor.
6.26.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B G acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C H evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D I to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Novo Integrated Sciences, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following applicable conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. With respect to the Closing, Company shall have executed and delivered the Note to Investor.
6.3. Prior to the Closing, Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Prior to the Closing, Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.46.5. Prior to the Closing, Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.D.
Appears in 1 contract
Samples: Securities Purchase Agreement (ReTo Eco-Solutions, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s 's sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note and the Note Pledge Agreement and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “"TA Letter”") substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s 's transfer agent (the “"Transfer Agent”").
6.3. Company shall have delivered to Investor a fully executed Secretary’s 's Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s 's approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vape Holdings, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note and the Note Security Agreement and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F (or such other form as Investor may accept in its reasonable discretion) acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, the Warrants, the Officer’s Certificate, and the Note Pledge Agreement and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B H acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C I evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D J to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrant in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).) substantially in the form attached hereto as Exhibit F.
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate evidencing Company’s approval of the Transaction Documents substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.G.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution resolution to be delivered to the Transfer Agent substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.H.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement, and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (BioNeutral Group, Inc)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C E evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D F to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (MGT Capital Investments, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Security Agreement, and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have executed and delivered to Investor the Pledge Agreement.
6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B H acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C I evidencing Company’s approval of the Transaction Documents.
6.46.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D J to be delivered to the Transfer Agent.
6.56.7. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note and the Note Warrant and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully Company’s transfer agent (the “Transfer Agent”) an executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”)Investor.
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Faraday Future Intelligent Electric Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. SVB shall have executed and delivered the Subordination Agreement to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note Warrant and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (MGT Capital Investments, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following applicable conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D D.
6.5. Prior to be delivered to Closing, Company shall have filed a Prospectus Supplement for $8,640,000.00 under registration statement number 333-253395 registered Ordinary Shares for conversion under the Transfer AgentNote.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Powerbridge Technologies Co., Ltd.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Thinspace Technology, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s investor's sole benefit and may be waived by Investor at nt any time in its sole discretion:
: 6.1. , Company shall Shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrant in accordance with Section I .2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent shall have been delivered to and acknowledged in writing by Company's transfer agent (the “TA Letter”"Transfer Agent") substantially in the fom attached hereto as
6.4. Company shall have delivered to Investor fully executed Secretary's Certificate evidencing Company's approval of the Transaction Documents substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4Exhibjt D. 6.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution to be delivered to the Transfer Agent substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.E.
Appears in 1 contract
Samples: Securities Purchase Agreement (Greenway Technologies Inc)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Note at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have executed and delivered to Investor the Pledge Agreement.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Warrant, and the Note and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Note at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Security Agreement and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C E evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D F to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (NAKED BRAND GROUP LTD)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Assignment, and the Note Note, and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Marijuana Co of America, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at Note and the Closing Pre-Delivery Shares is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note all applicable Transaction Documents and delivered the same to Investor.
6.2. Company shall have issued and delivered the Pre-Delivery Shares to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Investor.
6.3. Company’s transfer agent (the “Transfer Agent”).) shall have executed an Irrevocable Transfer Agent Instruction Letter substantially in the form attached hereto as Exhibit B.
6.36.4. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.56.6. In a Form 6-K filed with the SEC, Company shall have delivered to Investor fully executed copies of all other Transaction Documents required has elected to be executed governed by Company herein or thereinhome country rules, such that Nasdaq Listing Rule 5635(d) will not apply to Company, and has notified Nasdaq of its intention to be subject to home country rules in lieu of Nasdaq Listing Rule 5635(d).
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrants in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Windstream Technologies, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company 5.1 Borrower shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company 5.2 Subsidiary shall have executed this Agreement and delivered the same to Investor.
5.3 Xxxxxxxx’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
5.4 Borrower shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C. acknowledged and agreed to in writing by CompanyXxxxxxxx’s transfer agent (the “Transfer Agent”).
6.3. Company 5.5 Borrower shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C B(1). evidencing CompanyXxxxxxxx’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company 5.6 Borrower shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company Borrower herein or thereintherein and shall have met all requirements in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (ETAO International Co., Ltd.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have filed a Form 424B prospectus supplement to the Registration Statement that is reasonably acceptable to Investor for the registration of all Conversion Shares that may be issuable pursuant to any conversion by Investor under the Note, and delivered to Investor fully executed copies of all other Transaction Documents required any legal opinions deemed necessary by Investor to be executed by Company herein or thereintrade the Conversion Shares under such 424B prospectus.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cn Energy Group. Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following applicable conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.E.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Guardforce AI Co., Ltd.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s 's sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company's Chief Executive Officer shall have executed the Officer's Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “"TA Letter”") substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s 's transfer agent (the “"Transfer Agent”").
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s 's Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s 's approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Avant Diagnostics, Inc)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing of each transaction is subject to the satisfaction, on or before the Closing Date, of each of the following applicable conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. 6.1 Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. 6.2 With respect to the Closing, Company shall have executed and delivered the Note to Investor.
6.3 Prior to the Closing, Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. 6.4 Prior to the Closing, Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C B evidencing Company’s approval of the Transaction Documents.
6.4. 6.5 Prior to the Closing, Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.C.
6.5. 6.6 Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the applicable Securities at the applicable Closing is subject to the satisfaction, on or before the each applicable Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement, the Note, the Security Agreement, the Subordination Agreement and the Note and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Hercules shall have executed that certain Subordination Agreement and Right to Purchase substantially in the form attached hereto as Exhibit D and delivered same to Investor.
6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.46.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.56.7. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Jaguar Animal Health, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Warrant and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (NAKED BRAND GROUP LTD)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.5. Company shall have delivered filed a Form 424b prospectus supplement to its registration statement on Form F-3 (333-279177) pursuant to Rule 424 of the 1933 Act for the registration of $1,360,000.00 in Conversion Shares (as defined in the Note) for any conversion by Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or thereinunder the Note.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ostin Technology Group Co., Ltd.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities Note at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, the Warrant and the Note Security Agreement, and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C E evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D F to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Pledge Agreement, the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Rich Pharmaceuticals, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Warrants, and the Note and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Agritek Holdings, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Warrant, and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a certificate representing the Origination Shares.
6.3. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B D acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C E evidencing Company’s approval of the Transaction Documents.
6.46.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D F to be delivered to the Transfer Agent.
6.56.7. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Protea Biosciences Group, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a certificate representing the Origination Shares.
6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.46.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.56.7. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Avalanche International, Corp.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrants in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).) substantially in the form attached hereto as Exhibit F.
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate evidencing Company’s approval of the Transaction Documents substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4G. 6.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution resolution to be delivered to the Transfer Agent substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.H.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (United Cannabis Corp)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Sillerman shall have executed the Pledge Agreement, the Guaranty, and the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Security Agreement, the Warrants, and the Note and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B G acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C H evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D I to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Sunset Island Group)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Note, and the Note Security Agreement and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrants in accordance with Section 1.2 above.
6.3. Company shall have executed and delivered to Investor the Pledge Agreement.
6.4. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).) substantially in the form attached hereto as Exhibit H.
6.36.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate evidencing Company’s approval of the Transaction Documents substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.I.
6.46.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution resolution to be delivered to the Transfer Agent substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.J.
6.56.7. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company 5.1 Borrower shall have executed this Agreement Agreement, the Note and the Note Warrant and delivered the same to Investor.
6.2. Company 5.2 [Intentionally Omitted].
5.3 Bxxxxxxx’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
5.4 Borrower shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by CompanyBxxxxxxx’s transfer agent (the “Transfer Agent”).
6.3. Company 5.5 Borrower shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C B(1). evidencing CompanyBxxxxxxx’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company 5.6 Borrower shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company Borrower herein or thereintherein and shall have met all requirements in the Transaction Documents.
Appears in 1 contract
Samples: Securities Purchase Agreement (SMX (Security Matters) Public LTD Co)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
6.6. Company shall have filed a Schedule 14C Information Statement with the SEC to approve the Note and the issuance of Conversion Shares that exceed the limit set forth in Nasdaq Listing Rule 5635(d), if necessary.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B D and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C E evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D F to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Vape Holdings, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following applicable conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D D.
6.5. Prior to be delivered to Closing, Company shall have filed a Prospectus Supplement for $1,705,000.00 under registration statement number 333-249056 for the Transfer Agentregistration of the Conversion Shares under the Note.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Blue Hat Interactive Entertainment Technology)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at Note and the Closing Pre-Delivery Shares is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note all applicable Transaction Documents and delivered the same to Investor.
6.2. Company shall have issued and delivered the Pre-Delivery Shares to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Investor.
6.3. Company’s transfer agent (the “Transfer Agent”).) shall have executed an Irrevocable Transfer Agent Instruction Letter substantially in the form attached hereto as Exhibit B.
6.36.4. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required In a Form 6-K to be executed filed with the SEC, Company will elect to be governed by Company herein or thereinhome country rules, such that Nasdaq Listing Rule 5635(d) will not apply to Company, and shall notify Nasdaq of its intention to be subject to home country rules.
Appears in 1 contract
Samples: Securities Purchase Agreement (Lobo Ev Technologies LTD)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s 's sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note and Warrants in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s 's transfer agent (the “"Transfer Agent”").
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s 's Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s 's approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Empire Global Corp.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B E shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C F evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D G to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Saleen Automotive, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully the duly executed Note and Warrant in accordance with Section 1.2 above.
6.3. The Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B shall have been delivered to and acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).) substantially in the form attached hereto as Exhibit C.
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate evidencing Company’s approval of the Transaction Documents substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.D.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution resolution to be delivered to the Transfer Agent substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.E.
6.56.6. Company shall have delivered to Investor fully executed copies of and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein raised at least $25,000,000.00 in an equity financing on or thereinbefore December 28, 2022.
Appears in 1 contract
Samples: Securities Purchase Agreement (Outlook Therapeutics, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on at or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor the duly executed Note and Warrant in accordance with Section 1.2 above.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B C acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C D evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D E to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Registration Rights Agreement in the form attached hereto as Exhibit F (the “Registration Rights Agreement”).
6.7. Company shall have delivered to Investor all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the a Closing is subject to the satisfaction, on or before the a Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B F acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C G evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D H to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of the Security Agreement and all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (ContraVir Pharmaceuticals, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.3. Company shall have delivered to Investor a fully executed SecretaryOfficer’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.4. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.5. Company shall have delivered filed a prospectus supplement to its registration statement on form F-3 (No. 333-264579) for the sale of at least $1,500,000.00 in Conversion Shares to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or thereinunder the Note.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cn Energy Group. Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement Agreement, the Warrant, and the Note and delivered the same to Investor.
6.2. Company’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
6.3. Company shall have executed and delivered to Investor the Pledge Agreement.
6.4. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B G acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.5. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C H evidencing Company’s approval of the Transaction Documents.
6.46.6. Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as Exhibit D I to be delivered to the Transfer Agent.
6.56.7. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
Samples: Securities Purchase Agreement (Drone Guarder, Inc.)
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
6.1. Company shall have executed this Agreement and the Note and delivered the same to Investor.
6.2. Company shall have delivered to Investor certificates representing the Commitment Shares and the Purchase Shares.
6.3. Company shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as Exhibit B acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
6.36.4. Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as Exhibit C evidencing Company’s approval of the Transaction Documents.
6.46.5. Company shall have delivered to Investor a fully executed Share Issuance Resolution Transfer Order for each certificate representing the Purchase Shares substantially in the form attached hereto as Exhibit D to be delivered to the Transfer Agent.
6.56.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Appears in 1 contract
