Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser: (a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following: (i) this Agreement, duly executed by the Company; (ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser; (iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto; (iv) the Investor Rights Agreement, duly executed by the Company; (v) a legal opinion of Foley & Lardner LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; - (vi) a certificate of the Secretary of the Company (the "Secretary's Certificate"), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents; (vii) a certificate of the chief executive officer, president or chief financial officer of the Company, as of the applicable Closing Date, certifying that the representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are true and correct as of such applicable Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be true and correct as of such date); and (viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware. (b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock. (c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof. (d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities. (e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent. (f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board. (g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Somanta Pharmaceuticals Inc.), Preferred Stock and Warrant Purchase Agreement (Somanta Pharmaceuticals Inc.)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock initially issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingClosing (except with respect to Warrants issued upon exchange of Category A Notes, the number of which shall be determined in accordance with Section 2.1(c)), as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley & Lardner Xxxxxxx XxXxxxxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -F hereto;
(vivii) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
(vii) a certificate of the chief executive officer, president or chief financial officer of the Company, as of the applicable Closing Date, certifying that the representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are true and correct as of such applicable Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 2 contracts
Samples: Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc), Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations obligation of each Purchaser the Purchasers to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaserthe Purchasers:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser of the Purchasers the following:
(i) this Agreement, Agreement duly executed by the Company;
(ii) a certificate one or more original certificates evidencing a the aggregate number of Preferred Shares duly authorized, issued, fully paid and non-assessable, equal to such Purchaser's ’s Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto1, registered in the name of such Purchaser;
(iii) a Warrantone or more original certificates evidencing the Warrants, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, and as set forth on Schedule 1 hereto1;
(iv) the Investor Rights Agreement, Agreement duly executed by the Company;
(v) a legal opinion of Foley & Lardner LLP, counsel to the Closing Escrow Agreement duly executed by the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -;
(vi) a A certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), in form and substance satisfactory to the Purchasers, certifying as of follows:
(A) that attached to the date of the applicable Closing, attaching Secretary’s Certificate is a true and complete copy of the Certificate of Incorporation of the Company, as amended to the Closing Date;
(B) that attached to the Secretary’s Certificate is a true and complete copy of the Bylaws of the Company, as amended to such applicable the Closing Date, and attaching ;
(C) that attached to the Secretary’s Certificate are true and complete copies of the resolutions of the Board of Directors of the Company (the “Board of Directors”) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby and by the other Transaction Documents including, but not limited to, the authorization and issuance of the Shares, Warrants and Warrant Shares;
(E) such other matters as the Purchasers may reasonably request;
(vii) a legal opinion of Xxxxxxxxxx Xxxxx LLP, counsel to the Company in the form attached hereto as Exhibit D; and
(viii) A certificate of the chief executive officer, president or chief financial officer good standing of the Company, Company as of the applicable Closing Date, certifying that the a recent date.
(b) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable the Closing Date as though such the representations and warranties were made on such date the Closing Date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such the applicable date); and.
(viiic) evidence Effective as of the Closing, Xxxxxx Xxxxx and Maryna Bilynaska shall have duly resigned from the Board of Directors of the Company and from all offices of the Company held by them and the Company shall have provided written evidence, satisfactory to the Purchasers, of the effectiveness of such resignations; provided that the resignation of Ms. Bilynaska from the Board of Directors shall be effective as of the date that is 10 days following the filing and transmittal of the Rule 14f-1 Statement (as defined below). Notwithstanding the foregoing proviso, Ms. Bilynaska’s resignation from all offices of the Company shall be effective as of the Closing.
(d) Effective as of the Closing, Sydney X. Xxxxxxxx, shall have been duly elected or appointed to the Board of Directors of the Company, Xx. Xxxxxxxx, Xx. X. Stewart Xxxxxx III and Xx. Xxxxxxx Xxxxxxx, shall have been duly employed as Executive Director, President and Chief Financial Officer, respectively of the Company pursuant to executive employment agreements on terms and conditions satisfactory to the Purchasers that and the Certificate of Designation was duly filed with Company shall have provided written evidence, satisfactory to the Secretary of State Purchasers, of the State effectiveness of Delawaresuch appointments and employment.
(be) The Board of Directors of the Company shall have passed resolutions duly electing or appointing Xxxxx Xxxxxxx, Lain Xxxxxxxx, Xxxx Nihon and Xxxxxxx Xxxxxxxx to the Board of Directors of the Company, which election or appointment shall be effective as of the date that is 10 days following the filing and transmittal of the Rule 14f-1 Statement.
(f) Each of Agamemnon A. EpenetosSydney X. Xxxxxxxx, Terrance J. BruggemanXxxxxxx Xxxxxx III, Luiz PortoXxxxxxx Xxxxxxx, Gary BowerXxxxxxx Xxxxxxx and [ ], John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx together with any person or entity through which xxxx xxxxxxx xxxeficially such persons beneficially own shares of the Company's ’s Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F E hereto. In addition, Jeffrey B. Davis pursuant to which each such person shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only agreed not to shares sell securities of the Company's Common Stock held by him personally and not Company until the registration statement filed pursuant to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common StockInvestor Rights Agreement has been effective for six months.
(cg) The Company shall have presented to Vision and any other Purchaser requesting such document, a final draft of the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Chatsworth Data Corporation, a California corporation (“Chatsworth”) and such Current Report on Form 8-K (the “Chatsworth 8-K”) shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Chatsworth provided to the Purchasers.
(h) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(di) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Adera Mines LTD), Common Stock and Warrant Purchase Agreement (Chatsworth Data Solutions, Inc.)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's ’s Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 5075% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley & Lardner LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -E hereto;
(vi) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;; and
(vii) a certificate confirmation from the American Stock Exchange or email confirmation from Company counsel that the American Stock Exchange has approved the application for the listing or qualification of the chief executive officerShares and the Warrant Shares for trading thereon, president or chief financial officer subject to official notice of issuance.
(b) The Company shall have entered into the Company, as of the applicable Closing Date, certifying that the Escrow Agreement.
(c) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(cd) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(de) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Antares Pharma Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to an original Series C Note for such Purchaser's Subscription Amount divided by Purchaser in the Per Share Purchase Price as principal amount that is set forth on Schedule 1 hereto, registered in the name of hereto next to such Purchaser’s name;
(iii) a an original Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingStock, as set forth next to such Purchaser’s name on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) the Security Agreement Amendment, duly executed by the Company and each of the parties other than Purchasers required to execute such agreement in order for it to constitute a valid amendment of the Security Agreement;
(vi) a legal opinion of Foley & Lardner Xxxxxx and Xxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as F hereto; __________ 1 Note: Each purchaser shall receive a warrant to purchase 1 share of the date of the Initial Closing; -Common Stock for each $1 invested in Series C Notes.
(vivii) the Subordination Agreement, duly executed by Silicon Valley Bank and the Company;
(viii) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
(viiix) a certificate waiver of preemptive rights duly executed by each of the chief executive officerpurchasers under the Prior Purchase Agreement pursuant to which such purchasers waive their preemptive rights with respect to the Contemplated Transactions; and
(x) amendments to the Prior Notes, president or chief financial officer of duly executed by the Company, as of the applicable Closing Date, certifying that the .
(b) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are in the Transaction Documents shall remain true and correct in all material respects as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York Jersey State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Axs One Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to an original Note for such Purchaser's Subscription Amount divided by Purchaser in the Per Share Purchase Price as principal amount that is set forth on Schedule 1 hereto, registered in the name of hereto next to such Purchaser’s name;
(iii) a an original Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingStock, as set forth next to such Purchaser’s name on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) the Security Agreement, duly executed by the Company;
(vi) a legal opinion of Foley & Lardner Xxxxxxx XxXxxxxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -F hereto;
(vivii) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;; and
(viiviii) a certificate Evidence satisfactory to the Purchasers that the Board of Directors of the chief executive officer, president or chief financial officer Company has approved the 1 for 5 Split to become effective as soon as practicable following receipt of the Company, as of the applicable Closing Date, certifying that the stockholder approval thereof.
(b) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct in all material respects as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will shall have timely filed with de-listed the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially Common Stock from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement American Stock Exchange and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, evidence satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able Purchasers to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Boardsuch effect.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to an original Series D Note for such Purchaser's Subscription Amount divided by Purchaser in the Per Share Purchase Price as principal amount that is set forth on Schedule 1 hereto, registered in the name of hereto next to such Purchaser’s name;
(iii) a an original Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingStock, as set forth next to such Purchaser’s name on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) the Second Security Agreement Amendment, duly executed by the Company and each of the parties other than Purchasers required to execute such agreement in order for it to constitute a valid amendment of the Security Agreement;
(vi) a legal opinion of Foley & Lardner Xxxxxx and Xxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -F hereto;
(vivii) the Subordination Agreement, duly executed by Sand Hill Finance, LLC and the Company which shall include, among other things, Sand Hill, LLC’s consent to the Contemplated Transactions;
(viii) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
(viiix) a certificate waiver and joinder agreement duly executed by each of the chief executive officerPrior Purchasers under the Prior Purchase Agreements pursuant to which such Prior Purchasers waive their preemptive rights with respect to the Contemplated Transactions and agree that, president or chief financial officer effective upon the execution of this Agreement by the Company and the Purchasers, Section 4.7 of the November 2007 Purchase Agreement and the preemptive rights set forth therein shall be terminated and that Section 4.7 of this Agreement shall be made applicable to such Prior Purchasers by their joinder hereto for such purpose; and
(x) amendments to the Prior Notes, duly executed by the Company, as of the applicable Closing Date, certifying that the .
(b) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are in the Transaction Documents shall remain true and correct in all material respects as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York Jersey State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Axs One Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 5035% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley Xxxxxx & Lardner Xxxxxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial ClosingE hereto; -and
(vi) a certificate of the Secretary of the Company (the "Secretary's Certificate"), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;.
(viib) a certificate of the chief executive officer, president or chief financial officer of the Company, as of the applicable Closing Date, certifying that the All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Spectrum Pharmaceuticals Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock initially issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingClosing (except with respect to Warrants issued upon exchange of Category A Notes, the number of which shall be determined in accordance with Section 2.1(e)), as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley & Lardner Xxxxxxx XxXxxxxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -F hereto;
(vi) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;; and
(vii) a certificate evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with, and accepted by, the Secretary of State of the chief executive officerState of Delaware.
(b) The Company shall have entered into the Closing Escrow Agreement, president or chief financial officer of the CompanyAdditional Closing Escrow Agreement, as of the applicable Closing Date, certifying that the applicable.
(c) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(bd) Each of Agamemnon A. EpenetosIn connection with the Initial Closing, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares all of the Company's Common Stock, Promissory Notes referenced in Schedule 1 hereto shall have entered into a lock-up agreement been surrendered for cancellation in the form attached partial or complete payment, as Exhibit F hereto. In additionapplicable, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of Subscription Amount for the Company's Common Stock.Purchasers holding such notes;
(ce) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(df) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(eg) The Company will have timely filed In connection with the Commission the financial statements and pro forma financial information required under Item 9.01 Initial Closing, all Purchasers surrendering Promissory Notes for cancellation in payment of Form 8-K with respect to Somanta Incorporated, a Delaware corporation any portion of their Subscription Amount shall have executed this Agreement ("Somanta Incorporated") and such Current Report on Form 8-K which shall be in compliance with the requirements deemed to have taken place by virtue of such Purchasers’ execution of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agentOriginal Purchase Agreement).
(fh) Either In connection with the Initial Closing, the minimum aggregate cash Subscription Amount hereunder shall be $7,500,000.
(i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) Prior to any Additional Closing, the Company shall have provided evidence, evidence satisfactory to the Purchasers, Additional Purchasers that the Company is, as Board of Directors of the Initial Closing Date, able Company has approved the Series A Certificate of Amendment to meet all become effective as soon as practicable following receipt of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Boardstockholder approval thereof.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this This Agreement, duly executed by the Company;
(ii) a A copy of the certificate evidencing a number of Preferred Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser, with the original certificate to be delivered as soon as practicable following the Closing pursuant to instructions to be provided by the Purchaser;
(iii) a A copy of the Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of Warrant Shares (in Series B Preferred Stock) equal to the result (to four decimal places) of dividing (i) 30% of the number of Conversion Shares that the Preferred Shares purchased by such Purchaser are convertible into on the date hereof (rounded to the nearest whole share and without regard to the number of shares of Common Stock equal that the Company is authorized to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closingissue) by (ii) 10,000, as set forth on Schedule 1 hereto, with the original Warrant certificate to be delivered as soon as practicable following the Closing pursuant to instructions to be provided by the Purchaser;
(iv) the The Investor Rights Agreement, duly executed by the Company;
(v) a A legal opinion of Foley & Lardner Troutman Sanders LLP, counsel to the Company, in the form of Exhibit Exxxxxx X xxreto, as of the date of the Initial Closinghxxxxx; -and
(vi) a A certificate of the Secretary of the Company (the "Secretary's Certificate"), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing DateDate (including, without limitation, the Certificates of Designation), and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;.
(vii) a A certificate of the chief executive officer, president or chief financial officer of the Company, as of the applicable Closing Date, Company certifying that the representations and warranties of the Company contained Sections 3.1(b3(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are true and correct as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be true and correct as of such date); and.
(viii) evidence satisfactory to the Purchasers Proof that the Certificate Certificates of Designation was were duly filed with the Secretary of State of the State of DelawareDelaware authorizing the Series B Preferred Stock and the Series D Preferred Stock.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect (solely as defined in clause (i) and (iii) of the definition thereof) with respect to the Company since the date hereof.
(dc) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(ed) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta IncorporatedAdvanced Aesthetics, a Delaware corporation Inc. ("Somanta IncorporatedAAI") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated AAI provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, Company or any other Purchaser or to SCO Securities LLC as placement agentPurchaser.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(ge) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (TRUEYOU.COM)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, waived in writing, by such Purchaserthe Purchasers purchasing a majority of the Units to be sold pursuant to this Agreement:
(a) Prior to the Closing the Company shall have furnished to the Purchasers and their advisors, if any, all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser; and
(b) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a copy of the Irrevocable Transfer Agreement Instructions in the form of Exhibit C attached hereto, which instructions shall have been delivered to and acknowledged by the Company’s transfer agent;
(iii) one or more stock certificates (the “Certificates”) registered in the name of each Purchaser, representing the number of shares of Preferred Shares equal to Stock set forth opposite such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth ’s name on Schedule 1 hereto, registered and bearing the legend set forth in the name of such Purchaser;
(iiiSection 4.1(b) a Warrantherein, registered in the name of such Purchaser, pursuant to which such Purchaser shall have and one or more Warrants representing the right to acquire up to the purchase that number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth opposite such person’s name on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley Wxxxxx Xxxxxxx Xxxxxxxx & Lardner LLPRxxxxx, PC, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial ClosingD hereto; -and
(vi) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"), as ”) in the form of the date of the applicable ClosingExhibit E hereto, attaching a true copy of the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;.
(viic) a certificate of the chief executive officer, president or chief financial officer of the Company, The Company shall have taken such pre-closing actions as of the applicable Closing Date, certifying that the are necessary to give effect to Section 4.6 and Section 4.7 hereof.
(d) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are in the Transaction Documents shall remain true and correct in all material respects as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(ce) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(df) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York California State authorities.
(e) The Company will authorities nor shall there have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 occurred any material outbreak or escalation of Form 8-K with respect to Somanta Incorporatedhostilities or other national or international calamity of such magnitude in its effect on, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a or any material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Companyadverse change in, any other Purchaser financial market which, in each case, in the reasonable judgment of each Purchaser, makes it impracticable or inadvisable to SCO purchase the Securities LLC as placement agentat the Closing.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to an original Note for such Purchaser's Subscription Amount divided by Purchaser in the Per Share Purchase Price as principal amount that is set forth on Schedule 1 hereto, registered in the name of hereto next to such Purchaser’s name;
(iii) a an original Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingStock, as set forth next to such Purchaser’s name on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) the Security Agreement Amendment, duly executed by the Company and the parties thereto, other than the Purchasers (if any);
(vi) a legal opinion of Foley & Lardner Xxxxxxx XxXxxxxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -F hereto;
(vivii) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;; and
(viib) a certificate of the chief executive officer, president or chief financial officer of the Company, as of the applicable Closing Date, certifying that the All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct in all material respects as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to an original Series E Note for such Purchaser's Subscription Amount divided by Purchaser in the Per Share Purchase Price as principal amount that is set forth on Schedule 1 hereto, registered in the name of hereto next to such Purchaser’s name;
(iii) a an original Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingStock, as set forth next to such Purchaser’s name on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) the Third Security Agreement Amendment, duly executed by the Company and each of the parties other than Purchasers required to execute such agreement in order for it to constitute a valid amendment of the Security Agreement;
(vi) a legal opinion of Foley & Lardner Xxxxxx and Xxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -F hereto;
(vivii) the Subordination Agreement, duly executed by Sand Hill Finance, LLC and the Company which shall include, among other things, Sand Hill, LLC’s consent to the Contemplated Transactions;
(viii) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
(viiix) a certificate waiver and joinder agreement duly executed by each of the chief executive officerPrior Purchasers under the Prior Purchase Agreements pursuant to which such Prior Purchasers waive their preemptive rights with respect to the Contemplated Transactions and agree that, president or chief financial officer effective upon the execution of this Agreement by the Company and the Purchasers, Section 4.7 of the July 2008 Purchase Agreement and the preemptive rights set forth therein shall be terminated and that Section 4.7 of this Agreement shall be made applicable to such Prior Purchasers by their joinder hereto for such purpose; and
(x) amendments to the Prior Notes, duly executed by the Company, as of the applicable Closing Date, certifying that the .
(b) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are in the Transaction Documents shall remain true and correct in all material respects as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York Jersey State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Axs One Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's ’s Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock initially issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingClosing (except with respect to Warrants issued upon exchange of Category A Notes, the number of which shall be determined in accordance with Section 2.1(e)), as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley & Lardner Bxxxxxx MxXxxxxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -F hereto;
(vi) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;; and
(vii) a certificate evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with, and accepted by, the Secretary of State of the chief executive officerState of Delaware.
(b) The Company shall have entered into the Closing Escrow Agreement, president or chief financial officer of the CompanyAdditional Closing Escrow Agreement, as of the applicable Closing Date, certifying that the applicable.
(c) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(bd) Each of Agamemnon A. EpenetosIn connection with the Initial Closing, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares all of the Company's Common Stock, Promissory Notes referenced in Schedule 1 hereto shall have entered into a lock-up agreement been surrendered for cancellation in the form attached partial or complete payment, as Exhibit F hereto. In additionapplicable, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of Subscription Amount for the Company's Common Stock.Purchasers holding such notes;
(ce) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(df) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(eg) The Company will have timely filed In connection with the Commission the financial statements and pro forma financial information required under Item 9.01 Initial Closing, all Purchasers surrendering Promissory Notes for cancellation in payment of Form 8-K with respect to Somanta Incorporated, a Delaware corporation any portion of their Subscription Amount shall have executed this Agreement ("Somanta Incorporated") and such Current Report on Form 8-K which shall be in compliance with the requirements deemed to have taken place by virtue of such Purchasers’ execution of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agentOriginal Purchase Agreement).
(fh) Either In connection with the Initial Closing, the minimum aggregate cash Subscription Amount hereunder shall be $7,500,000.
(i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) Prior to any Additional Closing, the Company shall have provided evidence, evidence satisfactory to the Purchasers, Additional Purchasers that the Company is, as Board of Directors of the Initial Closing Date, able Company has approved the Series A Certificate of Amendment to meet all become effective as soon as practicable following receipt of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Boardstockholder approval thereof.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Sco Capital Partners LLC)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
; (ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's ’s Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
; (iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock initially issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingClosing (except with respect to Warrants issued upon exchange of Category A Notes, the number of which shall be detertnined in accordance with Section 2.1(c)), as set forth on Schedule 1 hereto;
; (iv) the Investor Rights Agreement, duly executed by the Company;
; (v) a legal opinion of Foley & Lardner Xxxxxxx XxXxxxxxx LLP, counsel to the Company, in the form forn of Exhibit X xxreto, as of the date of the Initial ClosingF hereto; -
(vi) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true tme copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true tme and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
; and (vii) a certificate evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with, and accepted by, the Secretary of State of the chief executive officer, president or chief financial officer State of Delaware.
(b) The Company shall have entered into the Company, as of the applicable Closing Date, certifying that the Escrow Agreement.
(c) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(bd) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares All of the Company's Common Stock, Promissory Notes shall have entered into a lock-up agreement been surrendered for cancellation in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares partial payment of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of Subscription Amount for the Company's Common Stock.Purchasers holding such notes;
(ce) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(df) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(eg) The Company will All Purchasers surrendering Promissory Notes for cancellation in payment of any portion of their Subscription Amount shall have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of executed this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agentAgreement.
(fh) Either (i) the Company's Common Stock The minimum aggregate cash Subscription Amount hereunder shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board$7,500,000.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Feinberg Larry N)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares the Promissory Note in the principal amount equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule SCHEDULE 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule SCHEDULE 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley & Lardner LLPXxxx, Xxxxxxx and Xxxxx, PLC, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial ClosingEXHIBIT D hereto; -and
(vi) a legal opinion of Marquis & Aurbach, Nevada counsel to the Company, in the form of EXHIBIT E hereto; and
(vii) a certificate of the Secretary of the Company Seller (the "Secretary's CertificateSECRETARY'S CERTIFICATE"), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the CompanySeller, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;.
(viiviii) a certificate A wire transfer representing the Purchasers' reasonable legal fees and other expenses as described in Section 6.1 hereof; such fee may, at the election of the chief executive officerPurchasers, president or chief financial officer be paid out of the Company, as of funds due from the applicable Closing Date, certifying that Purchasers at the Closing.
(b) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements Xxxx Xxxxxxx and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company Xxxxxxxx Xxxxxxx shall have provided evidenceexecuted an agreement, satisfactory in form and substance acceptable to the Purchasers, that waiving their preemptive rights with respect to the Company is, as issuance by the Seller of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin BoardSecurities.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Promissory Note and Warrant Purchase Agreement (Critical Home Care Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser the Purchasers to effect any the Closing and the transactions contemplated by this Agreement or the other Transaction Documents shall be subject to the satisfaction at or prior to such Closing the Closing, of each of the following conditions, any of which may be waived, in writing, by such Purchaserthe Purchasers:
(a) At the Closing (unless otherwise specified below) the Company The Seller shall deliver or cause to be delivered to each Purchaser the Purchasers the following:
(i) this Agreement, The Notes (in the respective principal amounts set forth on Schedule 1.1) payable to the order of Purchasers duly executed by the Company;Seller; and
(ii) a certificate The certificates evidencing a the Warrants (exercisable into such number of Preferred Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price shares of Common Stock as set forth on Schedule 1 hereto1.1) , registered in the name of such the applicable Purchaser;.
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto;
(iv) the 2. The Investor Rights Agreement, in the form attached hereto as Exhibit C (the “Investor Rights Agreement”), duly executed by the Company;Seller.
3. The Security Agreement, in the form attached hereto as Exhibit D (v) a the “Security Agreement”), duly executed by the Seller in favor of Deerfield Special Situations Fund, L.P., as agent.
4. A legal opinion of Foley Rxxxxxxx & Lardner LLPCxxx LLP (“Seller’s Counsel”), counsel to the CompanySeller, in the form of attached hereto as Exhibit X xxreto, as of the date of the Initial Closing; -E.
(vi) a 5. A certificate of the Secretary of the Company Seller (the "“Secretary's ’s Certificate"”), in form and substance satisfactory to the Purchasers, certifying as follows:
(i) that attached to the Secretary’s Certificate is a true and complete copy of the date Articles of Incorporation of the applicable ClosingSeller, attaching as amended, including any and all certificates of designation;
(ii) that a true copy of the Certificate of Incorporation and Bylaws of the CompanySeller, as amended to such applicable the Closing Date, and attaching is attached to the Secretary’s Certificate;
(iii) that attached thereto are true and complete copies of the resolutions of the Board of Directors of the Company Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby including, but not limited to, the authorization and issuance of the Notes and Warrants;
(viiiv) a certificate the names and true signatures of the chief executive officer, president or chief financial officer officers of the CompanySeller signing this Agreement, the other Transaction Documents, and all other documents to be delivered in connection with this Agreement and the other Transaction Documents;
(v) such other matters as required by this Agreement and the other Transaction Documents; and
(vi) such other matters as the Purchasers may reasonably request.
6. A copy of a full written release signed by ABDC with respect to all amounts owed to ABDC by Seller and its Affiliates, in form and substance satisfactory to the applicable Closing DatePurchasers (the “ABDC Release”).
7. A consent by WFRF to this Agreement, certifying that the other Transaction Documents and the transactions contemplated hereby and thereby, in form and substance satisfactory to the Purchasers (the “WFRF Consent”).
8. The Intercreditor and Subordination Agreement among the Seller, the Purchasers and WFRF (the “Subordination Agreement”), duly executed by the Seller and WFRF.
9. Such other documents as the Purchasers shall reasonably request including, without limitation, guaranties by certain Subsidiaries of Seller’s obligations under the Notes, and security agreements by such Subsidiaries to secure their obligations under those guaranties, each in form and substance satisfactory to Purchasers.
10. The representations and warranties of the Company Seller contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are true and correct as of such applicable Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which in this Agreement shall be true on and correct as of such date); and
(viii) evidence satisfactory the Closing Date with the same force and effect as though made on and as of the Closing Date. The Seller shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by the Seller on or prior to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of DelawareClosing Date.
(b) Each of Agamemnon A. Epenetos11. No action, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person suit or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there proceeding shall have been no Material Adverse Effect with respect instituted before any court or governmental body or instituted or threatened by any governmental agency or body to restrain or prevent the Company since carrying out of the date hereof.
(d) From the date hereof to the applicable Closing Datetransactions contemplated hereby, trading or which has or may have, in the Common Stock shall not have been suspended by the Commission (except for any suspension reasonable opinion of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that a materially adverse effect on the Company isassets, as properties, business or condition, financial or otherwise, of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin BoardSeller.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Familymeds Group, Inc.)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50100% of the shares of Common Stock initially issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley & Lardner Xxxxxxx XxXxxxxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -E hereto;
(vivii) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
(vii) a certificate of the chief executive officer, president or chief financial officer of the Company, as of the applicable Closing Date, certifying that the representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are true and correct as of such applicable Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Access Pharmaceuticals Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's ’s Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley Xxxxxxxxxxx Xxxxx & Lardner Xxxxxxxx LLP, securities counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial ClosingA hereto; -and
(vi) a certificate of the Secretary of the Company Seller (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the CompanySeller, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;.
(viib) a certificate of the chief executive officer, president or chief financial officer of the Company, as of the applicable Closing Date, certifying that the All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory , except for any inaccuracies that have not had, and could not reasonably be expected to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetoshave, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement individually or in the form attached as Exhibit F heretoaggregate, a Material Adverse Effect. In additionFor purposes of this Section 2.2(b), Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only all representations and warranties contained in Section 3.1 qualified by “Material Adverse Effect” or reference to shares of the Company's Common Stock held by him personally and “material” or “in all material respects” or like variations will not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stockbe deemed so qualified.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Biosante Pharmaceuticals Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations obligation of each Purchaser the Purchasers to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaserthe Purchasers:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser of the Purchasers the following:
(i) this Agreement, Agreement duly executed by the Company;
(ii) a certificate one or more original certificates evidencing a the aggregate number of Preferred Shares duly authorized, issued, fully paid and non-assessable, equal to such Purchaser's ’s Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto1, registered in the name of such Purchaser;
(iii) a Warrant, registered the Lock-up Agreement described in the name Section 2.2(c) of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto;
(iv) the Investor Rights this Agreement, duly executed by the Company;
(viv) a legal opinion of Foley & Lardner LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -
(vi) a A certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), in form and substance satisfactory to the Purchasers, certifying as of follows:
(A) that attached to the date of the applicable Closing, attaching Secretary’s Certificate is a true and complete copy of the Certificate of Incorporation of the Company, as amended to the Closing Date;
(B) that attached to the Secretary’s Certificate is a true and complete copy of the Bylaws of the Company, as amended to such applicable the Closing Date, and attaching ;
(C) that attached to the Secretary’s Certificate are true and complete copies of the resolutions of the Board of Directors of the Company (the “Board of Directors”) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents, instruments and certificates required to be executed by it in connection herewith and approving the consummation of the transactions in the manner contemplated hereby and by the other Transaction Documents including, but not limited to, the authorization and issuance of the Shares;
(viiE) a such other matters as the Purchasers may reasonably request; and
(v) A certificate of the chief executive officer, president or chief financial officer good standing of the Company, Company as of the applicable Closing Date, certifying that the a recent date.
(b) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable the Closing Date as though such the representations and warranties were made on such date the Closing Date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such the applicable date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(bc) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares executive officer and/or member of the Company's Common Stock, Board of Directors of the Company who is a Purchaser shall have entered into a lockLock-up agreement Agreement in the form attached as Exhibit F A hereto. In addition, Jeffrey B. Davis pursuant to which each such person shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only agreed (1) not to shares sell any of the Company's Common Stock held Shares purchased by him personally such person pursuant to this Agreement for a period of twelve (12) months from the Closing Date, and not (2) thereafter, to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares sell monthly no more than 1/12 of the Company's Common StockShares purchased by such person pursuant to this Agreement.
(cd) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(de) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either The Company and Vision Opportunity Master Fund Ltd. (i“Vision”) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidenceexecuted a Penalty Settlement Agreement in the form attached as Exhibit B hereto, satisfactory pursuant to the Purchasers, that the Company iswhich Vision, as the holder of a majority of the Initial Closing Date“Registrable Securities” described in that certain Investor Rights Agreement dated July 31, able 2006, shall have agreed to meet settle and compromise the Late Registration Penalties, as defined in the Investor Rights Agreement, and to waive all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Boardfuture penalties in respect thereof.
(g) The Company shall have entered into executed and delivered the Closing Escrow Notes described in the Penalty Settlement Agreement.
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Chatsworth Data Solutions, Inc.)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to an original Series 2009 Note for such Purchaser's Subscription Amount divided by Purchaser in the Per Share Purchase Price as maximum principal amount that is set forth on Schedule 1 hereto, registered in the name of hereto next to such Purchaser’s name, duly executed by the Company;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the CompanyUnify;
(iv) the Security Agreement, duly executed by the Company
(v) the Fourth Security Agreement Amendment, duly executed by the Company and each of the parties other than Purchasers required to execute such agreement in order for it to constitute a valid amendment of the Security Agreement;
(vi) a legal opinion of Foley & Lardner Xxxxxx and Xxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -E hereto;
(vivii) the Subordination Agreement, duly executed by Sand Hill Finance, LLC and the Company which shall include, among other things, Sand Hill Finance, LLC’s consent to the Contemplated Transactions;
(viii) a certificate of the Secretary of the Company (the "Secretary's Certificate"), as of the date of the applicable ClosingCompany, attaching a true copy of the Certificate certificate of Incorporation incorporation and Bylaws bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
(viiix) a certificate waiver of preemptive rights duly executed by each of the chief executive officerPrior Purchasers under the Prior Purchase Agreements pursuant to which such Prior Purchasers waive their preemptive rights with respect to the Contemplated Transactions; and
(x) amendments to the Prior Notes, president or chief financial officer of duly executed by the Company, as of the applicable Closing Date, certifying that the .
(b) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are in the Transaction Documents shall remain true and correct in all material respects as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York Jersey State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Standby Convertible Note Purchase Agreement (Axs One Inc)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) a certificate evidencing a number of Preferred Shares equal to such Purchaser's ’s Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 50% of the shares of Common Stock initially issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such ClosingClosing (except with respect to Warrants issued upon exchange of Category A Notes, the number of which shall be determined in accordance with Section 2.1(c)), as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley & Lardner Bxxxxxx MxXxxxxxx LLP, counsel to the Company, in the form of Exhibit X xxreto, as of the date of the Initial Closing; -F hereto;
(vivii) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;
(vii) a certificate of the chief executive officer, president or chief financial officer of the Company, as of the applicable Closing Date, certifying that the representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are true and correct as of such applicable Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(c) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(d) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Sco Capital Partners LLC)
Conditions to Obligations of Purchasers to Effect the Closing. The obligations of each Purchaser to effect any the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to such the Closing of each of the following conditions, any of which may be waived, in writing, by such Purchaser:
(a) At the Closing (unless otherwise specified below) the Company shall deliver or cause to be delivered to each Purchaser the following:
(i) this Agreement, duly executed by the Company;
(ii) an irrevocable letter of instruction to the Company’s transfer agent directing the transfer agent to issue to such Purchaser a certificate evidencing a number of Preferred Shares equal to such Purchaser's Subscription Amount divided by the Per Share Purchase Price as set forth on Schedule 1 hereto, registered in the name of such Purchaser;
(iii) a Warrant, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire up to the number of shares of Common Stock equal to 5035% of the shares of Common Stock issuable upon conversion of the Preferred Shares to be issued to such Purchaser at such Closing, as set forth on Schedule 1 hereto;
(iv) the Investor Rights Agreement, duly executed by the Company;
(v) a legal opinion of Foley & Lardner LLP, counsel to the Company, in substantially the form of Exhibit X xxreto, as of the date of the Initial Closing; -provided to Xxxxxxxxxxx & Co. Inc.;
(vi) a certificate of the Secretary of the Company (the "“Secretary's ’s Certificate"”), as of the date of the applicable Closing, attaching a true copy of the Certificate of Incorporation and Bylaws of the Company, as amended to such applicable the Closing Date, and attaching true and complete copies of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents;; and
(vii) a certificate confirmation from the American Stock Exchange or email confirmation from Company counsel that the American Stock Exchange has approved the application for the listing or qualification of the chief executive officerShares and the Warrant Shares for trading thereon, president or chief financial officer subject to official notice of issuance.
(b) The Company shall have entered into the Company, as of the applicable Closing Date, certifying that the Escrow Agreement.
(c) All representations and warranties of the Company contained Sections 3.1(b), (c), (d), (e), (f), (h), (r), (z) and (aa) herein are shall remain true and correct as of such applicable the Closing Date as though such representations and warranties were made on such date (except those representations and warranties that address matters only as of a particular date which shall be will remain true and correct as of such date); and
(viii) evidence satisfactory to the Purchasers that the Certificate of Designation was duly filed with the Secretary of State of the State of Delaware.
(b) Each of Agamemnon A. Epenetos, Terrance J. Bruggeman, Luiz Porto, Gary Bower, John Gixxxx, Xxxxxel Xxxxxx, Xxxxx Xxxxxx axx Xxxxxxxn XxxXxxxx, toxxxxxx xxxx axx xxxxxx xx xntxxx xxxxxxx which xxxx xxxxxxx xxxeficially own shares of the Company's Common Stock, shall have entered into a lock-up agreement in the form attached as Exhibit F hereto. In addition, Jeffrey B. Davis shall have entered into a substantially similar loxx-xx xxxxxxxxx, provided, however, that such lock-up agreement shall apply only to shares of the Company's Common Stock held by him personally and not to any shares held by any affiliate, person or entity through which Mr. Davis may beneficially own shares of the Company's Common Stock.
(cd) As of the applicable Closing Date, there shall have been no Material Adverse Effect with respect to the Company since the date hereof.
(de) From the date hereof to the applicable Closing Date, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any time prior to such applicable the Closing Date, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities.
(e) The Company will have timely filed with the Commission the financial statements and pro forma financial information required under Item 9.01 of Form 8-K with respect to Somanta Incorporated, a Delaware corporation ("Somanta Incorporated") and such Current Report on Form 8-K shall be in compliance with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder and such financial statements shall not differ materially from the financial statements of Somanta Incorporated provided to the Purchasers. The failure to make such filing on a timely basis shall constitute a material breach of this Agreement and shall allow each Purchaser to withdraw from this Agreement without liability to the Company, any other Purchaser or to SCO Securities LLC as placement agent.
(f) Either (i) the Company's Common Stock shall be quoted on the OTC Bulletin Board or listed on a Trading Market or (ii) the Company shall have provided evidence, satisfactory to the Purchasers, that the Company is, as of the Initial Closing Date, able to meet all of the requirements to permit a market maker to quote the Company's Common Stock on the OTC Bulletin Board.
(g) The Company shall have entered into the Closing Escrow Agreement.
Appears in 1 contract
Samples: Common Stock and Warrant Purchase Agreement (Antares Pharma Inc)
