Conditions to Obligations of the Company to Effect the Closing. (a) The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company. At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement, duly executed by such Purchaser;
(ii) such Purchaser's Subscription Amount, by wire transfer of immediately available funds as provided in the Closing Escrow Agreement;
(iii) the Investor Rights Agreement, duly executed by such Purchaser; and
(iv) the Security Agreement, duly executed by such Purchaser.
(b) All representations and warranties of each of the Purchasers contained herein shall remain true and correct as of the Closing Date as though such representations and warranties were made on such date.
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company.
(a) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement, duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount, as applicable, (A) by wire transfer of immediately available funds as provided in the Closing Escrow Agreement and/or (B) in the case of Purchasers paying all or a portion of their Subscription Amount by the cancellation of the Promissory Notes held by them, by the cancellation of such Promissory Notes pursuant to Section 2.1(c); and
(iii) the Investor Rights Agreement, duly executed by such Purchaser.
(b) All representations and warranties of each of the Purchasers contained herein shall remain true and correct as of the Closing Date as though such representations and warranties were made on such date.
(c) The Certificate of Designation shall have been duly filed with, and accepted by, the Secretary of State of the State of Delaware.
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company:
(i) The Investor shall have executed and delivered to the Company this Agreement;
(ii) The Investor shall have executed and delivered to the Company the Subscription Letter (the "Subscription Letter" and, together with this Agreement and the Warrant, the "Transaction Documents"), attached hereto as Exhibit C, and the Company shall be reasonably satisfied, through the responses of the Investor, that the sale of the Shares and the Warrant shall not require registration thereof under the Securities Act of 1933, as amended (the "Securities Act"), or under the "blue sky" or securities laws of any jurisdiction;
(iii) The Investor shall have delivered the Purchase Price;
(iv) The representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects as of the Closing, and the covenants and agreements contained in this Agreement to be complied with by the Investor on or before the Closing shall have been complied with in all material respects; and
(v) No governmental authority shall have enacted, issued, promulgated, enforced or entered any law or governmental order (whether temporary, preliminary or permanent) that has the effect of making the transactions contemplated by this Agreement or any other Transaction Document illegal or otherwise restraining or prohibiting the consummation of such transactions.
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing that the Purchaser shall deliver or cause to be delivered to the Escrow Agent payment of the Purchase Price set forth on the Purchaser’s signature page attached hereto, in cash by wire transfer of immediately available funds to the account of the Escrow Agent designated in Section 2.2(b) herein.
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company:
(a) At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following:
(i) this Agreement, duly executed by such Purchaser;
(ii) such Purchaser’s Subscription Amount, by wire transfer of immediately available funds;
(iii) the Investor Rights Agreement, duly executed by such Purchaser;
(iv) the Third Security Agreement Amendment, duly executed by such Purchaser; and
(v) the Subordination Agreement, duly executed by Sand Hill Finance, LLC and the Agent;
(b) All representations and warranties of each of the Purchasers contained herein shall remain true and correct as of the Closing Date as though such representations and warranties were made on such date;
(c) The Company shall have received the Third Security Agreement Amendment, duly executed by each party other than the Purchasers or the Company to execute such agreement in order for it to constitute a valid amendment of the Security Agreement;
(d) The Company shall have received a waiver of preemptive rights duly executed by each of the purchasers under the Prior Purchase Agreements pursuant to which such purchasers waive their preemptive rights with respect to the Contemplated Transactions; and
(e) The Company shall have received amendments to the Prior Notes duly executed by each of the holders of the Prior Notes.
Conditions to Obligations of the Company to Effect the Closing. In addition to the conditions set forth in Section 6 above, the obligations of the Company to consummate the transactions contemplated hereby are subject to each of the representations and warranties of MLF contained in this Agreement being true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made at and as of such time, except that, to the extent such representations and warranties address matters only as of a particular date, such representations and warranties shall, to such extent, be true and correct at and as of such particular date as if made at and as of such particular date.
Conditions to Obligations of the Company to Effect the Closing. Subject to Section 5 above, the obligations of the Company to consummate the transactions contemplated hereby are subject to each of the representations and warranties of LDN contained in this Agreement being true and correct in all material respects as of the date hereof and at and as of the date of the Closing as if made at and as of such time, except that, to the extent such representations and warranties address matters only as of a particular date, such representations and warranties shall, to such extent, be true and correct in all material respects at and as of such particular date as if made at and as of such particular date.
Conditions to Obligations of the Company to Effect the Closing. Subject to Section 5 above, the obligations of the Company to consummate the transactions contemplated hereby are subject to each of the representations and warranties of Ford, ARC Diamond and Xxxxxx'x Xxxx contained in this Agreement being true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made at and as of such time, except that, to the extent such representations and warranties address matters only as of a particular date, such representations and warranties shall, to such extent, be true and correct at and as of such particular date as if made at and as of such particular date.
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company:
(i) The Investor shall have executed and delivered to the Company this Agreement;
(ii) The Investor shall have executed and delivered to the Company the Registration Rights Agreement;
(iii) The Investor shall have executed and delivered to the Company the Investor Suitability Questionnaire attached hereto as Exhibit D and the Company shall be reasonably satisfied, through the responses of the Investor, that the sale of the Shares and the Warrants shall not require registration thereof under the Securities Act of 1933, as amended (the "SECURITIES ACT") or under the blue sky or securities laws of any jurisdiction;
(iv) The Investor shall have delivered the Purchase Price to the Company; and
(v) Simultaneously with or prior to the Closing Date, the Company shall have sold securities (the "Contemporaneous Offering") to third party purchasers, who are not acting in concert with the Investor, for an aggregate amount of a minimum of seven million dollars ($7,000,000). The securities sold to any such third party purchaser shall be on, and have, such terms and conditions as the Company shall determine in its sole discretion.
Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to effect the Closing and the transactions contemplated by this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, by the Company:
(i) Each Investor shall have executed and delivered to the Company this Agreement;
(ii) Each Investor shall have executed and delivered to the Company the Registration Rights Agreement;
(iii) Each Investor shall have executed and delivered to the Company the Investor Suitability Questionnaire attached hereto as Exhibit E and the Company shall be reasonably satisfied, through the responses of each Investor, that the sale of the Shares and the Warrants shall not require registration thereof under the Securities Act of 1933, as amended (the "SECURITIES ACT") or under the blue sky or securities laws of any jurisdiction;
(iv) Each Investor shall have deposited in escrow with Wiggin pursuant xx the Escrow Agreement an amount equal to the aggregate Share Price for the Shares and Warrants purchased by such Investor by wire transfer or by such other form of payment as may be mutually agreed upon by the Company and such Investor;
(v) Wiggin shall have xxxxxted and delivered to the Company the Escrow Agreement; and
(vi) Burnham Hill Partnxxx (x division of Pali Capital Inc.) (the "PLACEMENT AGENT") shall have delivered a certificate, executed by a managing director of the Placement Agent, dated as of the Closing, certifying the amounts deposited in escrow with Wiggin pursuant to xxx Escrow Agreement and the names of the Investors that have deposited such amounts in escrow with Wiggin.
