CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the Purchased Notes to the Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, 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 Investor with prior written notice thereof:
(a) The Investor shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.
(b) The Investor shall have delivered to the Company the Purchase Price for the Purchased Notes, in each case in accordance with the written instructions of the Company.
(c) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Investor 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 Investor at or prior to the Closing Date.
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the New Ordinary Shares and the related Warrants to each Subscriber at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, 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 each Subscriber with prior written notice thereof:
(i) Such Subscriber shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.
(ii) Such Subscriber shall have delivered to the Company the Subscription Price for the New Ordinary Shares and the related Warrants being purchased by such Subscriber, and each other subscriber party to the Other Subscription Agreements shall have delivered to the Company the subscription price for the New Ordinary Shares and the Warrants pursuant to such Other Subscription Agreements, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
(iii) The representations and warranties of such Subscriber shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing 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 specified date), and such Subscriber 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 such Subscriber at or prior to the Closing Date.
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the Initial Convertible Preferred Shares and the Warrants to the Investor is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company, in whole or in part, at any time in its sole discretion by providing the Investor with prior written notice thereof:
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the Warrants to Jefferies at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company's sole benefit and may be waived by the Company in writing at any time in its sole discretion:
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue and sell the Initial Shares and Warrant to Purchaser at the Closing is subject to the satisfaction, as of the date of the Closing and with respect to the Purchaser, of each of the following conditions thereto, 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:
(i) The representations and warranties of Purchaser shall be true and correct as of the date when made and as of the Closing with the same force and effect as though such representations and warranties had been made on and as of the date of Closing (except for representations and warranties that speak as of a specific date), and Purchaser 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 applicable Purchaser at or prior to the Closing.
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The Buyer understands that the Company's obligation to issue the Note to the Buyer under this Agreement is conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Company in its sole discretion):
(a) The delivery by the Buyer of the acknowledgment described in Section 2(b).
(b) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement.
(c) The representations and warranties of the Buyer contained in this Agreement shall have been true and correct on the date of this Agreement and on the Closing Date as if made on the Closing Date and on or before the Closing Date the Buyer shall have performed all covenants and agreements of the Buyer required to be performed by the Buyer on or before the Closing Date.
(d) No event which, if the Note were outstanding, would constitute an Event of Default shall have occurred and be continuing unless the Buyer shall have waived in writing the Event of Default, and the rights of the Buyer under the Note with respect to the Event of Default.
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the New Ordinary Shares to each Subscriber at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, 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 each Subscriber with prior written notice thereof:
(i) Such Subscriber shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.
(ii) Such Subscriber shall have delivered to the Company the Subscription Price for the New Ordinary Shares, and each other Subscriber shall have delivered to the Company the Subscription Price for the New Ordinary Shares, in each case, at the Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company.
(iii) The representations and warranties of such Subscriber shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) as of the date when made and as of the Closing 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 specified date), and such Subscriber 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 such Subscriber at or prior to the Closing Date.
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The Buyer understands that the Company's obligation to issue the Note to the Buyer pursuant to this Agreement is conditioned upon:
(a) The receipt and acceptance by the Company of this Agreement as evidenced by execution of this Agreement by the Company and the return of an executed copy hereof to the Buyer and its legal counsel;
(b) Delivery by the Buyer to the Escrow Agent of good funds in an amount equal to the aggregate purchase price for the Note in accordance with Section 1(c) hereof; and
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. The obligation of the Company hereunder to issue the Warrants to the Guarantors at the Closing is subject to the satisfaction, as of the date of such Closing and with respect to the Guarantors, of each of the following conditions thereto, 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:
(i) The Guarantors shall have executed the signature page to this Agreement and delivered the same to the Company.
(ii) The Guarantors shall have delivered the Guaranty and Pledge Documents to the Bank.
(iii) The Bank shall have executed the Restructuring Amendment.
CONDITIONS TO THE COMPANY’S OBLIGATION TO ISSUE. THE NOTES Anything in this Agreement to the contrary notwithstanding, the Company's obligation to issue the Notes shall be subject to the conditions that (i) each of the Other Purchasers shall have executed and delivered a Note Purchase Agreement identical (except as to the identity of the purchaser thereunder) to this Agreement, and such Other Purchasers shall have accepted delivery of, and made payment for, the Notes to be purchased by them at the Closing; and (ii) all of the Existing Notes shall have been surrendered and cancelled concurrently with, or prior to, the Closing. The Company acknowledges that the issuance of the Notes to you and each Other Purchaser on the date of the Closing, and the payment by you and each Other Purchaser for the Notes to be purchased by you and each Other Purchaser on the date of the Closing, if in each case effectuated on the date of Closing, shall be deemed to have been contemporaneously effectuated and shall satisfy the conditions specified in the preceding sentence.
