Conditions to Subscriber's Obligations. The obligations of the Subscriber under Section 1(b) of this Agreement are subject to the fulfillment at or before the Closing of each of the following conditions, any of which may be waived in writing by the Subscriber:
Conditions to Subscriber's Obligations. Subscriber's obligations hereunder are conditioned upon all of the following: (a) the following documents shall have been deposited with the Escrow Agent the Registration Rights Agreement, substantially in the form attached hereto as Exhibit F (the "Registration Rights Agreement") (executed by the Company), an opinion of counsel, substantially in the form attached hereto as Exhibit G (the "Opinion of Counsel") (signed by the Company's counsel), the Irrevocable Instructions to Transfer Agent, substantially in the form attached hereto as Exhibit H (the "Irrevocable Instructions to Transfer Agent" executed by the Company and the Company's transfer agent [the "Transfer Agent"]), and the Certificate of Designation, substantially in the form attached hereto as Exhibit A (together with evidence showing that it has been filed with the Secretary of State of Delaware); certificates representing the Preferred Stock issued in the name of the Subscriber, the Conversion Warrants and the Preferred Warrants issued in the name of the Subscriber; (b) the Company's Common Stock shall be listed for and actively trading on the OTC Bulletin Board; (c) other than losses described in the Risk Factors as set forth in Section 2.2.4 below there have been no material adverse changes in the Company's business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents (defined below in Section 2.2.4), including but not limited to incurring material liabilities; (d) the representations and warranties of the Company are true and correct in all material respects at the Closing as if made on such date, and the Company shall deliver a certificate, signed by an officer of the Company, to such effect to the Escrow Agent; (e) the Minimum Amount and corresponding subscription agreements accepted by the Company shall have been received by the Escrow Agent; and
Conditions to Subscriber's Obligations. 3.1 The obligation of Subscriber to close the transaction contemplated by this Agreement (the "Transaction") is subject to the satisfaction on or prior to the Closing Date of the conditions set forth in Sections 3.2 through 3.5 hereof and the satisfaction of Section 3.6 on and as of the Closing Date.
3.2 The Company shall have executed this Agreement and delivered the same to the Subscriber.
3.3 The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.1(e) below in a form reasonably acceptable to the Subscriber.
3.4 Subscriber shall have received copies of all documents and information which it may have reasonably requested in connection with the Offering.
3.5 No stop order or suspension of trading shall have been imposed by the Securities and Exchange Commission (the "SEC"), or any other governmental regulatory body with respect to public trading in Common Shares of the Company.
3.6 The representations and warranties of the Company shall be true and correct on and as of the Closing Date as though made on and as of such date.
Conditions to Subscriber's Obligations. 3.1 The obligation of Subscriber to close the transaction contemplated by this Agreement (the "Transaction") is subject to the satisfaction on or prior to the Closing Date of the following conditions set forth in Sections 3.2 through 3.5 hereof.
3.2 The Company shall have executed this Agreement.
3.3 The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.1(d) below.
3.4 Subscriber shall have received copies of all documents and information which it may have reasonably requested in connection with the Offering.
3.5 The Exchange shall have been simultaneously consummated.
3.6 The Registration Statement shall have been filed with the SEC.
3.7 The representations and warranties of the Company shall be true and correct on and as of the Closing Date as though made on and as of such date.
3.8 If so requested by Subscriber, the Company shall have delivered to the custodian for the Subscriber duly executed certificate(s), registered in the name of Subscriber's nominee, representing the Public Company Shares.
Conditions to Subscriber's Obligations. The Subscriber’s obligations hereunder are conditioned upon the occurrence of all of the following:
(a) other than as described on Schedule 1.2 attached hereto, there have been no material adverse changes in the Company’s business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents (as defined below in Section 4.2);
(b) the representations and warranties of the Company shall be true and correct in all material respects on the date of Closing, as if made on such date, and the Company shall deliver a certificate, signed by an officer of the Company, to such effect; and
(c) the Subscription Agreement has been accepted by the Company.
Conditions to Subscriber's Obligations. 3.1 The obligation of Subscriber to close the transaction contemplated by this Agreement (the "TRANSACTION") is subject to the satisfaction on or prior to the Closing Date of the conditions set forth in Sections 3.2 through 3.5 hereof and the satisfaction of Section 3.6 on and as of the Closing Date.
3.2 The Company shall have executed this Agreement and delivered the same to the Subscriber.
3.3 The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.1(e) below in a form reasonably acceptable to the Subscriber.
3.4 Subscriber shall have received copies of all documents and information which it may have reasonably requested in connection with the Offering.
3.5 No stop order or suspension of trading shall have been imposed by the SEC, or any other governmental regulatory body with respect to public trading in Common Shares of the Company.
3.6 The representations and warranties of the Company shall be true and correct on and as of the Closing Date as though made on and as of such date.
Conditions to Subscriber's Obligations. 3.1 The obligation of Subscriber to close the transaction contemplated by this Agreement (the “Transaction”) is subject to the satisfaction on or prior to the Closing Date of the following conditions set forth in Sections 3.2 through 3.8 hereof.
3.2 The Company shall have executed this Agreement.
3.3 The Board of Directors of the Company shall have adopted resolutions consistent with Section 4.1(d) below.
3.4 Subscriber shall have received copies of all documents and information which it may have reasonably requested in connection with the Offering.
3.5 The Exchange shall have been simultaneously consummated.
3.6 The Registration Statement shall have been filed with the SEC and the Subscribers shall have received an opinion of counsel to the Company in form and substance reasonably satisfactory to the Subscribers. It being further acknowledged that the effectiveness of the Registration Statement shall be maintained until the earlier of the second anniversary of the declaration of its effectiveness by the SEC or the date all the shares of common stock registered therein have been sold.
3.7 The representations and warranties of the Company shall be true and correct on and as of the Closing Date as though made on and as of such date.
3.8 If so requested by Subscriber, the Company shall have delivered to the custodian for the Subscriber duly executed certificate(s), registered in the name of Subscriber’s nominee, representing the Public Company Shares.
Conditions to Subscriber's Obligations. 3.1 The obligation of the Subscriber to close the transactions contemplated by this Agreement (the "TRANSACTION") is subject to the satisfaction on or prior to the date of the Closing (as hereinafter defined) of the following conditions set forth in Sections 3.2 through 3.14 hereof.
3.2 The (i) representations and warranties made by the Company herein shall be true in all material respects on and as of the Closing Date with the same effect as if they had been made on and as of the Closing Date and (ii) Company shall have performed in all material respects all obligations, covenants and agreements and conditions required to be performed by it under this Agreement at or prior to the Closing Date, and the Subscriber shall have received a certificate of the Chief Executive Officer to the same effect.
3.3 All approvals and consents of or filings with governmental or regulatory authorities and all approvals and consents of any persons required to permit the consummation of all of the transactions contemplated by this Agreement shall have been made or obtained, as the case may be, to the reasonable satisfaction of the Subscriber.
3.4 All proceedings to be taken in connection with the Transaction are to be consummated at or prior to the Closing, and all documents incidental thereto shall be reasonably satisfactory in form and substance to the Subscriber and its counsel, and the Subscriber and its counsel shall have received copies of all documents and information which it may have reasonably requested in connection with the transactions and of all corporate proceedings in connection therewith, in form and substance reasonably satisfactory to Subscriber and its counsel.
3.5 The Company shall have delivered to the Subscriber duly executed American depositary receipts (in such denominations as the Subscriber shall request) representing the Shares.
3.6 The Company shall have delivered to the Subscriber (or its custodian) duly executed Warrants (in such denominations as the Subscriber shall request), dated the Closing Date.
3.7 The Company shall have delivered (or cause to be delivered) opinions of counsel to the Company addressed to the Subscriber and the Placement Agent in form, scope and substance satisfactory to the Subscriber and the Placement Agent.
3.8 The ADSs, including all Shares and Warrant Shares, are included for quotation on the Nasdaq Stock Market, Inc. ("NASDAQ") and trading of the ADSs shall not have been suspended by Nasdaq, the SEC, the National Asso...
Conditions to Subscriber's Obligations. 3.1 The obligation of the Subscriber to close the transactions contemplated by this Agreement (the "Transaction") is subject to the satisfaction on or prior to the date of the Closing (as hereinafter defined) of the following conditions set forth in Sections 3.2 through 3.3 hereof.
3.2 The representations and warranties made by the Company herein shall be true in all material respects on and as of the Closing Date with the same effect as if they had been made on and as of the Closing Date.
3.3 All proceedings to be taken in connection with the Transaction are to be consummated at or prior to the Closing, and all documents incident thereto shall be reasonably satisfactory in form and substance to the Subscriber and its counsel, and the Subscriber and its counsel shall have received copies of all documents and information which it may have reasonably requested in connection with the Transaction and of all corporate proceedings in connection therewith, in form and substance reasonably satisfactory to Subscriber and its counsel.
Conditions to Subscriber's Obligations. The obligation of each Subscriber to consummate the Subscription at Closing is subject to the satisfaction or waiver of following conditions at or before the Closing:
