Common use of Conditions to Purchaser’s Obligations to Close Clause in Contracts

Conditions to Purchaser’s Obligations to Close. (a) Each Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby at the applicable Closing shall be subject to the following conditions: (i) each of the representations and warranties of the Company made herein shall be accurate as of date hereof and as of the date of the applicable Closing; (ii) the delivery to the Purchaser by counsel to the Company of a legal opinion dated the date of the applicable Closing, in the form set forth in Exhibit C hereto; (iii) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the date of the applicable Closing, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date thereof and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to the date thereof; and (iv) the fulfillment in all respects of those undertakings of the Company to be fulfilled prior to or at each Closing. (b) In addition, each Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby at the applicable Closing shall be subject to the conditions that, prior to the Initial Closing: (i) all outstanding shares of Preferred Stock of the Company (other than the Shares), all related party advances (as described below) and the Bridge Financing (as defined below) shall have been converted into shares of Common Stock, or the right to receive Shares, pursuant to that certain Stock Exchange Agreement, as amended, (the “Stock Exchange Agreement”) dated as of November 14, 2016 by and between the Company and the holders listed on Schedule A thereto (in the form provided to the Purchasers prior to the date hereof, and disclosed in a Current Report on Form 8-K (the “Form 8-K”) dated no later than the date of the Initial Closing, or with respect to the Bridge Financing, such other agreement described herein; (ii) Xx. Xxxxxx Xxxxxxx and the Company shall have executed and delivered the Xxxxxxx Side Letter Agreement (as defined below); and (iii) the election of certain new directors and resignation of certain current directors at the Initial Closing as contemplated herein and the fulfillment of the events and conditions described in Section 4.23.

Conditions to Purchaser’s Obligations to Close. (a) Each Purchaser’s The obligation of Purchaser to accept delivery of such stock certificate(s) and to pay for close the Shares evidenced thereby at the applicable Closing transactions contemplated under this Agreement shall be subject to the fulfillment of the following conditions: , any one or more of which may be waived by Purchaser to the extent permitted by law: (ia) each of the representations and warranties of the Company made herein Seller contained in this Agreement shall be accurate as of true and correct in all material respects on the date hereof and as of the date of the applicable Closing; (ii) the delivery to the Purchaser by counsel to the Company of a legal opinion dated the date of the applicable Closing, in the form set forth in Exhibit C hereto; (iii) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the date of the applicable Closing, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date thereof and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to the date thereof; and (iv) the fulfillment in all respects of those undertakings of the Company to be fulfilled prior to or at each Closing.Closing Date; (b) In additionSeller shall have performed and complied with all agreements, each Purchaser’s obligation covenants, obligations and conditions required by this Agreement to accept delivery of such stock certificate(sbe so performed or complied with by Seller at or before the Closing; (c) and to pay for the Shares evidenced thereby at the applicable Closing there shall be subject in effect no injunction, writ, preliminary restraining order or any order of any nature directing that the transactions contemplated by this Agreement not be consummated as herein provided; (d) Seller shall have delivered, or caused to be delivered, to Purchaser stock certificates representing the conditions thatEquity Interests, prior to duly endorsed in blank or accompanied by stock transfer powers executed by an authorized officer of Seller; (e) the Initial Closing: (i) all outstanding shares of Preferred Stock of the Company (other than the Shares), all related party advances (as described below) and the Bridge Financing (as defined belowconsents set forth on Schedule 5.1(c) shall have been converted obtained and copies thereof shall have been delivered to Purchaser without any material conditions, restrictions or limitations; (f) Purchaser and Seller shall have entered into shares of Common Stock, or and executed the right to receive Shares, pursuant to that certain Stock Exchange Agreement, as amended, (the “Stock Exchange Agreement”) dated as of November 14, 2016 by Assignment and between the Company and the holders listed on Schedule A thereto (Assumption Agreement in substantially the form provided to of Exhibit A; (g) Purchaser and Seller shall concurrently close the Purchasers prior to transactions contemplated under the date hereof, and disclosed in a Current Report on Form 8-K Master Agreement or such closing shall have previously occurred; (h) Purchaser shall have received the “Form 8-K”) dated no later than the date written resignations of each of the Initial Closing, or with respect to directors and officers of the Bridge Financing, such other agreement described hereinCompanies requested by Purchaser; and (iii) Xx. Xxxxxx Xxxxxxx and the Company Seller shall have executed and delivered to Purchaser a release, in substantially the Xxxxxxx Side Letter Agreement (as defined below); and (iii) the election form of certain new directors and resignation Exhibit B, of certain current directors at the Initial Closing as contemplated herein and the fulfillment all claims against any Company by Seller or any Affiliate of the events and conditions described in Section 4.23Seller.