Common use of Conditions to Obligations of the Company to Effect the Closing Clause in Contracts

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 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 CB, 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 of each of the following conditions, any of which may be waived, in writing, by the Company: (i) The Each Investor shall have executed and delivered to the Company this Agreement; (ii) The Each Investor shall have executed and delivered to the Company the Subscription Letter Registration Rights Agreement; (iii) Each Investor shall have executed and delivered to the "Subscription Letter" and, together with this Agreement and Company the Warrant, the "Transaction Documents"), Investor Suitability Questionnaire attached hereto as Exhibit C, E and the Company shall be reasonably satisfied, through the responses of the each Investor, that the sale of the Shares and the Warrant Warrants shall not require registration thereof under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), ) or under the "blue sky" sky or securities laws of any jurisdiction; (iiiiv) The Each Investor shall have delivered deposited in escrow with Wiggin pursuant to the Purchase PriceEscrow Agreement an amount equal to thx xxxxegate 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; (ivv) The representations Wiggin shall have executed and warranties delivered to the Company the Escrox Agreement; and (vi) Burnham Hill Partners (a division of Pali Capital Inc.) (the "PLACEMENT AGENT") shall have delivered a certificate, executed by a managing director of the Investor contained in this Agreement shall be true and correct in all material respects Placement Agent, dated as of the Closing, certifying the amounts deposited in escrow with Wiggin pursuant to the Escrow Agreement and the covenants and agreements contained names of the Xxxxxxors that have deposited such amounts in this Agreement to be complied escrow 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 transactionsWiggin.

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 Each Investor shall have executed and delivered to the Company this Agreement; (ii) The Each Investor shall have executed and delivered to the Company the Subscription Letter Registration Rights Agreement; (iii) Each Investor shall have executed and delivered to the "Subscription Letter" and, together with this Agreement and Company the Warrant, the "Transaction Documents"), Investor Suitability Questionnaire attached hereto as Exhibit C, E and the Company shall be reasonably satisfied, through the responses of the each Investor, that the sale of the Shares and the Warrant Warrants shall not require registration thereof under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), ) or under the "blue sky" sky or securities laws of any jurisdiction; (iiiiv) The Each Investor shall have delivered deposited in escrow with Xxxxxx pursuant to the Purchase PriceEscrow 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; (ivv) The representations Xxxxxx shall have executed and warranties delivered to the Company the Escrow Agreement; and (vi) Xxxxxxx Hill Partners (a division of Pali Capital Inc.) (the "PLACEMENT AGENT") shall have delivered a certificate, executed by a managing director of the Investor contained in this Agreement shall be true and correct in all material respects Placement Agent, dated as of the Closing, certifying the amounts deposited in escrow with Xxxxxx pursuant to the Escrow Agreement and the covenants and agreements contained names of the Investors that have deposited such amounts in this Agreement to be complied escrow 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 transactionsXxxxxx.