Common use of Conditions to Subscriber's Obligations Clause in Contracts

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. 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 (f) the Company shall have reserved for issuance a sufficient number of shares of Common Stock to effect conversions of the Preferred; Stock, including Preferred Stock issued upon exercise of the Preferred Warrants, and exercise of the Conversion Warrants, which number of shares shall initially be equal to one million five hundred thousand ( 1,500,000) shares.

Conditions to Subscriber's Obligations. Subscriber's obligations -------------------------------------- hereunder are conditioned upon all of the following: : (a) the following documents documents, with respect to the Series C Preferred Stock, shall have been deposited with the Escrow Agent Agent: the Registration Rights Agreement, substantially in the form attached hereto as Exhibit F D (the "Registration Rights Agreement") (executed by --------- the Company), an opinion of counsel, substantially in the form attached hereto as Exhibit G E (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 F (the --------- "Irrevocable Instructions to Transfer Agent" executed Agent")(executed by the Company and the Company's transfer agent [agent, the "Transfer Agent"]), and the Certificate of DesignationDetermination of Series C Preferred Stock, substantially in the form attached hereto as Composite Exhibit A ------------------- (together with evidence showing that it has been filed with the Secretary of State of DelawareCalifornia), a form of the Series B Certificate of Determination, substantially in the form attached as Composite --------- Exhibit A; certificates representing the Preferred Stock issued in the --------- name of the Subscriber, ; the Conversion Warrants and the Preferred Common 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) with respect to each share of Series C Preferred Stock to be issued, cash in the Minimum Amount amount of the purchase price, or (in the case of an Exchange, as defined below) an equivalent amount of Series A Preferred Stock and corresponding subscription agreements accepted by the Company shall have been received by the Escrow Agent; and (f) the Company shall have reserved for issuance a sufficient number of shares of Common Stock to effect conversions of the Preferred Stock and exercise of the Common Warrants, which number of shares shall initially be equal to Five Million Five Hundred Thousand (5,500,000) shares.

Conditions to Subscriber's Obligations. As a prerequisite to the Private Equity Line Commitment Closing and the Subscriber's obligations hereunder are conditioned upon hereunder, all of the following: following (the "Conditions to Subscriber's Obligations") shall have been satisfied prior to or concurrently with the Company's execution and delivery of this Agreement: (a) the following documents shall have been deposited with delivered to the Escrow Agent Subscriber: (i) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit F A, or such other form as agreed upon by the parties, (the "Registration Rights Agreement") (executed by the CompanyCompany and Subscriber), an opinion of counsel, substantially in (ii) the form attached hereto as Exhibit G (the "Private Equity Line Commitment Opinion of Counsel") Counsel (signed by the Company's counsel), and (iii) a secretary's certificate, as to (A) 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 resolutions of the Company's transfer agent [board of directors authorizing this transaction, (B) the "Transfer Agent"])Company's Certificate of Incorporation, and (C) the Certificate of DesignationCompany's Bylaws; (b) this Subscription Agreement, substantially in accepted by the form attached hereto as Exhibit A (together with evidence showing that it has Company, shall have been filed with the Secretary of State of Delaware); certificates representing the Preferred Stock issued in the name of received by the Subscriber, the Conversion Warrants and the Preferred Warrants issued in the name of the Subscriber; ; (bc) [Intentionally Left Blank]. (d) the Company's Common Stock shall be listed for and actively trading on the OTC Bulletin Board; Nasdaq National Market; (ce) other than continuing losses described in the Risk Factors below as set forth described in the Disclosure Documents (as described in Section 2.2.4 below 3.2.4), as of the Closing 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)Documents, including but not limited to incurring material liabilities; and (df) the representations and warranties of the Company in this Agreement are true and correct in all material respects at and the Closing conditions to Subscriber's obligations set forth in this Section 2.2.4 are satisfied as if made on of such date, Closing; and the Company shall deliver a certificatean Officer's 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; andSubscriber.

Conditions to Subscriber's Obligations. Subscriber's The obligations hereunder are conditioned of the Subscriber to purchase the Securities on Closing shall be conditional upon and subject to the following conditions, which conditions may be waived in writing in whole or in part by the Subscriber in its discretion and upon such terms as it may consider appropriate: (i) the Board of Directors shall have authorized and approved the execution and delivery by the Corporation of this Subscription Agreement and the Convertible Debenture and all other agreements and instruments prepared in connection with the offering hereunder, the sale of the Securities, the reservation, allotment and issuance of up to 320,000,000 common shares (subject to adjustment as provided for in the Convertible Debenture) to be issued on the full or partial conversion of the Convertible Debenture, all of the following: common shares in payment of interest under the Convertible Debenture and 16,327,272 common shares in respect of the Offered Shares and all matters relating to the foregoing; (aii) the following constating documents of the Corporation shall have been deposited with the Escrow Agent the Registration Rights Agreement, substantially amended in the a 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 satisfactory 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, acting reasonably, as necessary to grant the Conversion Warrants Subscriber the director and the Preferred Warrants issued officer appointment rights set out in the name of Section 6(hh); (iii) the Subscriber; (b) the Company's Common Stock ’s Designees, as contemplated by Section 6(hh), 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 appointed effective the Company's business prospects or financial condition since the date of the last balance sheet included in the Disclosure Documents Closing Time; (defined below in Section 2.2.4), including but not limited to incurring material liabilities; (div) the representations and warranties of the Company Corporation contained herein will be true and correct at and as of Closing as though such representations and warranties were made again at and as of such time and the Corporation will deliver a certificate at Closing addressed to the Subscriber, signed by its Chief Executive Officer, certifying that: (A) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, on a consolidated basis, since the Statement Date except as disclosed in the Disclosure Record; (B) the representations and warranties of the Corporation contained in this Subscription Agreement are true and correct at the Closing Time, with the same force and effect as if made by the Corporation as at the Closing Time; (C) the Corporation has complied with all the covenants and satisfied all the terms and conditions of this Subscription Agreement on its part to be complied with or satisfied at or prior to the Closing Time; (D) the charter documents, including any amendments thereto, attached to the officer’s certificate are full, true and correct copies and are in full force and effect; and (E) the resolutions of the Board of Directors relating to the Subscription Agreement and the Convertible Debenture and the transactions contemplated in this Subscription Agreement are full, true and correct copies and are in full force and effect, unamended and set out accurately the incumbency and specimen signatures of signing officers; (v) the Subscriber shall have received a favourable legal opinion addressed to the Subscriber, in form and substance satisfactory to the Subscriber and its counsel, acting reasonably covering the subject matter set forth in Schedule E and such other matters as may be requested by the Subscriber’s and its counsel acting reasonably, dated as of the Closing Date, from Fasken Xxxxxxxxx XxXxxxxx LLP, British Columbia counsel to the Corporation; (vi) the Subscriber shall have received favourable legal opinions addressed to the Subscriber, in form and substance satisfactory to the Subscriber and its counsel, acting reasonably, from the Corporation’s Hong Kong counsel and its counsel in the People’s Republic of China, in the later case covering the subject matter set forth in Schedule F and such other matters as may be requested by the Subscriber’s and its counsel acting reasonably, dated as of the Closing Date; (vii) the Board of Directors shall have waived any application of the Shareholder Rights Plan of the Corporation to the issuance of the Securities to the Subscriber; (viii) the Subscriber shall have received evidence that the conditional approval of the TSX has been obtained by the Corporation for the sale of up to 320,000,000 common shares to be issued on the full or partial conversion of the Convertible Debenture, all of the common shares in payment of interest under the Convertible Debenture and 16,327,272 common shares in respect of the Offered Shares hereunder and the listing of up to 320,000,000 common shares to be issued on the full or partial conversion of the Convertible Debenture, all of the common shares in payment of interest under the Convertible Debenture and 16,327,272 common shares in respect of the Offered Shares on the TSX; (ix) the delivery by the Corporation of such other certificates, statutory declarations, agreements or materials, in form and substance satisfactory to the Subscriber and the Subscriber’s counsel, acting reasonably, as the Subscriber may reasonably request; (x) the Corporation shall have in all material respects at complied with and fulfilled all of the terms and covenants of this Subscription Agreement on its part to be complied with or fulfilled up to the Closing as if made on such dateTime and shall have satisfied all conditions set out herein; (xi) the Corporation shall have provided the Subscriber with the Patent Disclosure Schedule and the Clinical Data Disclosure Schedule (and access to the Clinical Data Disclosure Schedule documentation), and delivery of said Schedules shall constitute the Company shall deliver a certificate, signed by an officer representation and warranty of the Company, to such effect Corporation hereunder as to the Escrow Agent; truth, correctness and completeness of the Schedules, which shall be in a form satisfactory to the Subscriber acting reasonably; (exii) the Minimum Amount Subscriber shall be satisfied in its sole and corresponding subscription agreements accepted by absolute discretion with the Company results of its due diligence investigation of the Corporation; (xiii) the Subscriber shall be satisfied in its sole and absolute discretion with the, status of the litigation; (xiv) all necessary regulatory and shareholder approvals with respect to the sale of the Securities and the amendment of the constating documents of the Corporation to provide for the rights relating to the appointment of directors and officers described in Section 6(hh) above, shall have been received obtained; (xv) the Subscriber shall be satisfied in its sole and absolute discretion with the terms of the agreements and amendments in place among the Corporation and the holders of its convertible debentures originally issued on June 14, 2004 with respect to the terms of said debentures, including but not limited to repayment and conversion thereof; (xviii) the Corporation and the Subscriber shall have entered into a registration rights agreement in a form satisfactory to Subscriber, acting reasonably, with respect to requests by the Escrow Agent; andSubscriber that the Corporation effect a qualification by prospectus of common shares of the Corporation held by the Subscriber for distribution to the public in Canada by secondary offering; (xix) the Subscriber shall be satisfied in its sole and absolute discretion with the status of the transfer by Laboratorios Del Xx.

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 Agent: the Registration Rights Agreement, substantially in the form attached hereto as Exhibit F D (the "Registration Rights Agreement") --------- (executed by the Company), an opinion of counsel, substantially in the form attached hereto as Exhibit G E (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 F (the --------- "Irrevocable Instructions to Transfer Agent" executed Agent")(executed by the Company and the Company's transfer agent [agent, the "Transfer Agent"]), and the Certificate of DesignationDetermination of Series A Preferred Stock, substantially in the form attached hereto as Composite Exhibit A ------------------- (together with evidence showing that it has been filed with the Secretary of State of DelawareCalifornia), a form of the Series B Certificate of Designation, substantially in the form attached as Composite --------- Exhibit A; certificates representing the Preferred Stock issued in the ----------- name of the Subscriber, ; the Conversion Warrants and the Preferred Common 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 (f) the Company shall have reserved for issuance a sufficient number of shares of Common Stock to effect conversions of the Preferred Stock and exercise of the Common Warrants, which number of shares shall initially be equal to Five Million Five Hundred Thousand (5,500,000) shares.

Conditions to Subscriber's Obligations. The Subscriber's obligations hereunder are conditioned upon all of the following: : (a) the following documents shall have been deposited with the Escrow Agent Agent: the 10-K Acknowledgment (executed by the Subscriber), in substantially the Form attached hereto as Exhibit J, the Registration Rights Agreement, substantially in the form attached hereto as Exhibit F (the "Registration Rights Agreement") B (executed by the Company), an opinion the Opinion of counselCounsel, substantially in the form attached hereto as Exhibit G (the "Opinion of Counsel") C (signed by the Company's counsel), the Irrevocable Instructions to Transfer Agent, substantially in the form attached hereto as Exhibit H D (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 DelawareMinnesota); ; (b) the certificates representing the Preferred Stock issued in for which the name of Subscriber has subscribed have been deposited with the Subscriber, the Conversion Warrants and the Preferred Warrants issued in the name of the Subscriber; Escrow Agent; (bc) the Company's Common Stock shall be listed for and is currently being actively trading traded on the OTC Bulletin Board; Nasdaq Small Cap Market; (cd) other than losses as described in the Risk Factors as set forth in Section 2.2.4 below Disclosure Documents (if applicable), 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; ; (de) the representations and warranties of the Company are true and correct in all material respects at on the Closing date as if made on such date, and the Company shall deliver a certificate, signed by an officer of the Company, Company to such effect effect, to the Escrow Agent; ; (ef) the Minimum Amount and corresponding subscription agreements accepted by the Company shall have been received by the Escrow Agent; and (g) the Company shall have reserved for issuance upon conversion of the Preferred Stock and exercise of the Subscriber Warrants a sufficient number of shares of Common Stock which number of shares shall initially be equal to at least Three Million Five Hundred Thousand (3,500,000) shares.

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 received by the Escrow Agent Subscriber: (i) the Registration Rights Agreement, substantially in the form attached hereto as Exhibit F B (the "Registration Rights --------- Agreement") (executed by the Company), (ii) an opinion of counsel, substantially in the form attached hereto as Exhibit G C (the "Opinion of Counsel") (signed by the Company's --------- counsel), the Irrevocable Instructions to Transfer Agent(iii) [intentionally omitted], 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 iv) 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 DelawareMinnesota); (v) certificates representing the Preferred Stock issued in for which the name of the Subscriber, the Conversion Warrants and the Preferred Warrants Subscriber has subscribed issued in the name of the Subscriber; and (vi) a secretary's certificate, as to (A) the resolutions of the Company's board of directors authorizing this transaction, (B) the Company's Articles of Incorporation, and (C) the Company's Bylaws; (b) the Company's Common Stock shall be listed for and actively trading on the OTC Bulletin Board; Nasdaq Small Cap Market; (c) other than losses as described in the Risk Factors Disclosure Documents (as set forth described in Section 2.2.4 below 2.2.4), as of the Closing there have been no material adverse changes in the Company's business 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 datedate and the conditions to Subscriber's obligations set forth in this Section 1.2 are satisfied as of the Closing, and the Company shall deliver a certificate, signed by an officer of the Company, to such effect to the Escrow Agent; Subscriber; (e) the Minimum Amount and corresponding subscription agreements accepted by [intentionally omitted] (f) the Company shall have been received by reserved for issuance a sufficient number of shares of Common Stock to effect conversions of the Escrow Agent; andPreferred Stock, which number of shares shall initially be equal to Two Million Six Hundred Fifty Thousand (2,650,000) shares.

Conditions to Subscriber's Obligations. The Subscriber's obligations hereunder are conditioned upon the occurrence of all of the following: : (a) the following documents shall have been deposited with the Company's escrow agent for the Offering ("Escrow Agent Agent"): the Registration Rights Agreement, substantially in the form attached hereto as Exhibit F (the "Registration Rights Agreement") B (executed by the Company), an opinion the Opinion of counselCounsel, substantially in the form attached hereto as Exhibit G (the "Opinion of Counsel") C (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 Statement of DesignationResolutions, substantially in the form attached hereto as Exhibit A (together with evidence showing that it has been duly filed with the Secretary of State of DelawareTexas); 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 is currently traded on the OTC Bulletin Board; Nasdaq SmallCap Stock Market; (c) other than losses as described in the Risk Factors as set forth in Section 2.2.4 below 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 2.2.44.2), including but not limited to incurring material liabilities; ; (d) the representations and warranties of the Company are shall be true and correct in all material respects at on the Closing 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 effect, to the Escrow Agent; ; (e) the Minimum Amount and corresponding subscription agreements Subscription Agreement has been accepted by the Company shall have been and received by the Escrow Agent; (f) the Company shall have reserved for issuance upon conversion of the Preferred Stock a sufficient number of Conversion Shares, which number of shares shall initially be equal to Two Million Five Hundred Thousand (2,500,000) shares; and (g) the escrow agreement ("Escrow Agreement") to which the Escrow Agent is a party and which governs the Escrow Account shall have been fully executed by all parties thereto.

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 (f) the Company shall have reserved for issuance a sufficient number of shares of Common Stock to effect conversions of the Preferred Stock, including Preferred Stock issued upon exercise of the Preferred Warrants, and exercise of the Conversion Warrants, which number of shares shall initially be equal to one million five hundred thousand ( 1,500,000) shares.