Common use of CONDITIONS TO THE COMPANY Clause in Contracts

CONDITIONS TO THE COMPANY. S OBLIGATION TO COMMENCE SALES OF SHARES OF COMMON STOCK. The obligation of the Company hereunder to commence sales of the Purchase Shares is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that sales begin) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred; provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereof: (a) The Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company including the Registration Rights Agreement substantially in the form of Exhibit A hereto (the "Registration Rights Agreement"). (b) Subject to the Company's compliance with Section 4(a), a registration statement covering the sale of the 600,000 Commitment Shares and at least 2,400,000 Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. (c) The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Commencement Date.

CONDITIONS TO THE COMPANY. S OBLIGATION RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK. I. The right of the Company hereunder to sell the Initial Purchase Shares on the date of this Agreement is subject to the satisfaction of each of the following conditions: (a) The Investor shall have executed each of the Transaction Documents and delivered the same to the Company; and (b) The representations and warranties of the Investor shall be true and correct in all material respects as of the date hereof. II. The obligation right of the Company hereunder to commence sales of the Purchase Shares (other than the Initial Purchase Shares) on the Commencement Date is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that sales begin) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred; provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereofconditions: (a) The Buyer Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company including the Registration Rights Agreement substantially in the form of Exhibit A hereto (the "Registration Rights Agreement").Company; (b) Subject to the Company's compliance with Section 4(a), a registration statement The Registration Statement covering the sale resale of the 600,000 Purchase Shares (including, without limitation, all of the Initial Purchase Shares) and all of the Commitment Shares and at least 2,400,000 Purchase Shares shall have been declared effective under the 1933 Securities Act by the SEC SEC, and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC.; and (c) The representations and warranties of the Buyer Investor shall be true and correct in all material respects as of the date when made hereof and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Commencement Datetime.

CONDITIONS TO THE COMPANY. S OBLIGATION RIGHT TO COMMENCE SALES OF SHARES OF COMMON STOCK. I. The right of the Company hereunder to sell the Initial Purchase Shares on the date of this Agreement is subject to the satisfaction of each of the following conditions: (a) The Investor shall have executed each of the Transaction Documents and delivered the same to the Company; and (b) The representations and warranties of the Investor shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date hereof (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date). II. The obligation right of the Company hereunder to commence sales of the Purchase Shares (other than the Initial Purchase Shares) on the Commencement Date is subject to the satisfaction of each of the following conditions on or before the Commencement Date (the date that sales begin) and once such conditions have been initially satisfied, there shall not be any ongoing obligation to satisfy such conditions after the Commencement has occurred; provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing the Buyer with prior written notice thereofconditions: (a) The Buyer Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company including the Registration Rights Agreement substantially in the form of Exhibit A hereto (the "Registration Rights Agreement").Company; (b) Subject to the Company's compliance with Section 4(a), a registration statement covering the sale of the 600,000 Commitment Shares and at least 2,400,000 Purchase Shares shall have been declared effective under the 1933 Act by the SEC and no stop order with respect to the Registration Statement shall be pending or threatened by the SEC. (c) The representations and warranties of the Buyer Investor shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made hereof and as of the Commencement Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), and the Buyer ; (c) The Company shall have performed, satisfied delivered to the Investor a certificate evidencing the incorporation and complied good standing of the Company in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with State of Nevada issued by the Buyer at or prior Secretary of State of the State of Nevada as of the date hereof; and (d) The Company shall have delivered to the Commencement DateInvestor a certified copy of the Articles of Incorporation as certified by the Secretary of State of the State of Nevada.