Common use of CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE SHARES Clause in Contracts

CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE SHARES. The Purchaser understands that the Company's obligation to issue the Series D Preferred Stock on each closing date to the Purchaser pursuant to this Agreement is conditioned upon the following (unless waived by the Company): a. The accuracy on each closing date of the representations and warranties of the Purchaser contained in this Agreement as if made on each closing date and the performance by the Purchaser on or before each closing date of all covenants and agreements of the Purchaser required to be performed on or before each closing date. b. The absence or inapplicability on each closing date of any and all laws, rules or regulations prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval, except for any stockholder or Board of Director approval or consent contemplated herein, which shall not have been obtained. c. All regulatory approvals or filings, if any, on each closing date necessary to consummate the transactions contemplated by this Agreement shall have been made as of each closing date. d. The receipt of good funds as of each closing date as scheduled in the Table of Closings in Section 1(c).

CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE SHARES. The Purchaser understands that the Company's ’s obligation to issue the Series D Preferred Common Stock on each closing date the First Closing Date to the Purchaser pursuant to this Agreement is conditioned upon the following (following, unless waived in writing by the Company):: a. (a) The accuracy on each closing date the First Closing Date of the representations and warranties of the Purchaser contained in this Agreement as if made on each closing date the First Closing Date and the performance by the Purchaser on or before each closing date the First Closing Date of all covenants and agreements of the Purchaser required to be performed on or before each closing datethe First Closing Date. b. (b) The absence or inapplicability on each closing date the First Closing Date of any and all laws, rules or regulations prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval, except for any stockholder or Board of Director approval or consent contemplated herein, which shall not have been obtained. c. (c) All regulatory approvals or filings, if any, on each closing date the First Closing Date necessary to consummate the transactions contemplated by this Agreement shall have been made as of each closing dateClosing Date. d. (d) The receipt of good funds as of each closing date Closing Date as scheduled in the Table of Closings in Section 1(c).

CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE SHARES. The Purchaser understands that the Company's obligation to issue the Series D Preferred Stock on each closing date to the Purchaser pursuant to this Agreement is conditioned upon the following AND THE WARRANT (unless waived by the Company): a. a) The accuracy on each closing date Closing Date of the representations and warranties of the Purchaser contained in this Agreement as if made on each closing date Closing Date and the performance by the Purchaser on or before each closing date Closing Date of all covenants and agreements of the Purchaser required to be performed on or before each closing dateClosing Date. b. (b) The absence or inapplicability on each closing date Closing Date of any and all laws, rules or regulations prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval, except for any stockholder or Board of Director approval or consent contemplated herein, which shall not have been obtained. c. (c) All regulatory approvals or filings, if any, on each closing date Closing Date necessary to consummate the transactions contemplated by this Agreement shall have been made as of each closing dateClosing Date. d. (d) The receipt of good funds as of each closing date as scheduled in the Table of Closings in Section 1(c)Closing Date.

CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE SHARES. The Purchaser understands that the Company's obligation to issue the Series D Preferred Stock on each closing date to the Purchaser pursuant to this Agreement is conditioned upon the following AND THE WARRANT (unless waived by the Company): a. a) The accuracy on each closing date Closing Date of the representations and warranties of the Purchaser contained in this Agreement as if made on each closing date Closing Date and the performance by the Purchaser on or before each closing date Closing Date of all covenants and agreements of the Purchaser required to be performed on or before each closing dateClosing Date. b. (b) The absence or inapplicability on each closing date Closing Date of any and all laws, rules or regulations prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval, except for any stockholder or Board of Director approval or consent contemplated herein, which shall not have been obtained. c. (c) All regulatory approvals or filings, if any, on each closing date Closing Date necessary to consummate the transactions contemplated by this Agreement shall have been made as of each closing dateClosing Date. d. (d) The receipt of good funds (and, in the case of the First Closing Date, the original credit line promissory note, marked “cancelled”) as of each closing date as scheduled in the Table of Closings in Section 1(c)Closing Date.