Common use of Conditions to Obligations of the Parties Clause in Contracts

Conditions to Obligations of the Parties. 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes at each Closing to the applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to the date of such Closing shall have been performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (d) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). 4.2 The Subscriber’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects. (b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for. (c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects. (d) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (e) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). (f) The Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Placement Agent may be permitted to rely on as if it were addressed to it) containing certain opinions to be substantially as set forth in Exhibit B, which opinion will be subject to standard qualifications and assumptions. (g) The Placement Agent shall have received an Officer’s Certificate addressed to the Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Placement Agent shall be entitled to rely on such representations of the Company in the Offering Materials as if they were made directly to the Placement Agent.

Conditions to Obligations of the Parties. 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes at each Closing to the applicable Subscriber Purchaser is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The representations and warranties made by each Subscriber Purchaser in Article I hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber Purchaser on or prior to the date of such Closing shall have been performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (d) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). 4.2 The SubscriberPurchaser’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber Purchaser to the extent permitted by law: (a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects. (b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for. (c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects. (dc) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (ed) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). (f) The Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Placement Agent may be permitted to rely on as if it were addressed to it) containing certain opinions to be substantially as set forth in Exhibit B, which opinion will be subject to standard qualifications and assumptions. (g) The Placement Agent shall have received an Officer’s Certificate addressed to the Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Placement Agent shall be entitled to rely on such representations of the Company in the Offering Materials as if they were made directly to the Placement Agent.

Conditions to Obligations of the Parties. 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes Series A Stock at each Closing to the applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to the date of such Closing shall have been performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (d) The Restated Certificate, in substantially the form provided to the Subscribers, shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect as of the Initial Closing. (e) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes Series A Stock (except as otherwise provided in this Agreement). 4.2 The Subscriber’s obligation to purchase the Notes Series A Stock at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects. (b) The Minimum Amount (which shall not include any Converted Amountconversion of the Existing Notes, other than New Indebtedness, into Series A Stock) shall have been subscribed for. (c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects. (d) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (e) The Restated Certificate, in substantially the form provided to the Subscribers, shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect as of the Initial Closing. (f) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes Series A Stock (except as otherwise provided in this Agreement). (fg) The Lead Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Lead Placement Agent and Paramount BioCapital, Inc. may be permitted to rely on as if it were addressed to it) containing certain opinions to be substantially as set forth in Exhibit Bcustomary opinions, which opinion will be subject to standard qualifications and assumptions. (gh) The Lead Placement Agent shall have received an Officer’s Certificate addressed to the Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Placement Agent shall be entitled to rely on such representations of the Company in the Offering Materials as if they were made directly to the Placement Agent.the

Conditions to Obligations of the Parties. 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes Series A Stock at each Closing to the applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to the date of such Closing shall have been performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (d) The Restated Certificate, in substantially the form provided to the Subscribers, shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect as of the Initial Closing. (e) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes Series A Stock (except as otherwise provided in this Agreement). 4.2 The Subscriber’s obligation to purchase the Notes Series A Stock at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects. (b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for. (c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects. (d) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (e) The Restated Certificate, in substantially the form provided to the Subscribers, shall have been filed with the Secretary of State of the State of Delaware and shall be in full force and effect as of the Initial Closing. (f) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes Series A Stock (except as otherwise provided in this Agreement). (fg) The Lead Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Lead Placement Agent and Paramount BioCapital, Inc. may be permitted to rely on as if it were addressed to it) containing certain opinions to be substantially as set forth in Exhibit Bcustomary opinions, which opinion will be subject to standard qualifications and assumptions. (gh) The Lead Placement Agent shall have received an Officer’s Certificate addressed to the Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Lead Placement Agent shall be entitled to rely on such representations of the Company in the Offering Materials as if they were made directly to the Placement Agentit.

Conditions to Obligations of the Parties. 4.1 In addition to the Company’s 's right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s 's obligation to issue the Notes at each Closing to the applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to the date of such Closing shall have been performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (d) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). 4.2 The Subscriber’s 's obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects. (b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for. (c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects. (d) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (e) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). (f) The Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Placement Agent may be permitted to rely on as if it were addressed to it) containing certain opinions to be substantially as set forth in Exhibit B, which opinion will be subject to standard qualifications and assumptions. (g) The Placement Agent shall have received an Officer’s 's Certificate addressed to the Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Placement Agent shall be entitled to rely on such representations of the Company in the Offering Materials as if they were made directly to the Placement Agent.

Conditions to Obligations of the Parties. 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes at each Closing to the applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to the date of such Closing shall have been performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (d) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). 4.2 The Subscriber’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects. (b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for. (c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects. (dc) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (ed) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). (fe) The Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Placement Agent may be permitted to rely on as if it were addressed to it) containing certain opinions to be substantially as set forth in Exhibit BC, which opinion will be subject to standard qualifications and assumptionsassumptions to be reasonably acceptable to the Subscribers. (gf) The Placement Agent shall have received an Officer’s Certificate addressed to the Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Placement Agent shall be entitled to rely on such representations of the Company in the Offering Materials as if they were made directly to the Placement Agent.

Conditions to Obligations of the Parties. 4.1 In addition to the Company’s right to reject, in whole or in part, any subscription at any time before the Closing Date, the Company’s obligation to issue the Notes at each Closing to the applicable Subscriber is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of the Company to the extent permitted by law: (a) The representations and warranties made by each Subscriber in Article I hereof shall be true and correct in all material respects. (b) All covenants, agreements and conditions contained in this Agreement to be performed by such Subscriber on or prior to the date of such Closing shall have been performed or complied with in all material respects. (c) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (d) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). 4.2 The Subscriber’s obligation to purchase the Notes at the Closing at which such purchase is to be consummated is subject to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each Subscriber to the extent permitted by law: (a) The representations and warranties made by the Company in Article II hereof shall be true and correct in all material respects. (b) The Minimum Amount (which shall not include any Converted Amount) shall have been subscribed for. (c) All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of such Closing shall have been performed or complied with in all material respects. (dc) There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated by this Agreement. (ed) There shall not be in effect any law, rule or regulation prohibiting or restricting such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Notes (except as otherwise provided in this Agreement). (fe) The Placement Agent shall have received an opinion of counsel to the Company addressed to the Subscribers (which the Placement Agent may be permitted to rely on as if it were addressed to it) containing certain opinions to be substantially as set forth in Exhibit BC, which opinion will be subject to standard qualifications and assumptions. (gf) The Placement Agent shall have received an Officer’s Certificate addressed to the Subscribers, signed by the authorized officer of the Company and dated as of the Closing. The certificate shall state, among other things, that the representations and warranties contained herein and in the Offering Materials are true and accurate in all material respects at such Closing Date with the same effect as though expressly made at such Closing Date and the Placement Agent shall be entitled to rely on such representations of the Company in the Offering Materials as if they were made directly to the Placement Agent.