Common use of Conditions to the Company’s Obligations to Close Clause in Contracts

Conditions to the Company’s Obligations to Close. The obligation of the Company to complete the issuance and sale of the Purchased Shares and tender a certificate for the Purchased Shares shall be subject to satisfaction on or before the Closing Date of the following conditions precedent (each of which is acknowledged to be for the exclusive benefit of the Company and may be waived in whole or in part by the Company in its complete discretion): (a) All of the representations and warranties made by Hochschild in this Agreement are true and accurate as of the Closing Date; (b) All covenants to be performed by Hochschild prior to the Closing Date pursuant to this Agreement have been performed; (c) Hochschild has tendered the Purchase Price to the Company; (d) There shall be no Laws, injunction, order or decree which restrains or enjoins or otherwise prohibits the issuance and purchase of the Purchased Shares, or any action or proceeding pending or threatened against the Company or against Hochschild by any government authority or any other Person (including a Party hereto) to restrain or prohibit the completion of the transactions contemplated by this Agreement; and (e) All necessary approvals will have been obtained to permit the Purchased Shares to be duly issued to, and registered in the name of, Hochschild in compliance with all applicable Laws, including regulatory approvals.

Conditions to the Company’s Obligations to Close. The obligation of the Company to complete the issuance and sale of the Purchased Shares and tender a certificate for the Purchased Shares shall be subject to satisfaction on or before the Closing Date of the following conditions precedent (each of which is acknowledged to be for the exclusive benefit of the Company and may be waived in whole or in part by the Company in its complete discretion): (a) All of the representations and warranties made by Hochschild in this Agreement are true and accurate as of the Closing Date; (b) All covenants to be performed by Hochschild prior to the Closing Date pursuant to this Agreement have been performed; (c) Hochschild has tendered the Purchase Price to the Company; (d) There shall be no Laws, injunction, order or decree which restrains or enjoins or otherwise prohibits the issuance and purchase of the Purchased Shares, or any action or proceeding pending or threatened against the Company or against Hochschild by any government authority or any other Person (including a Party hereto) to restrain or prohibit the completion of the transactions contemplated by this Agreement; and; (e) All necessary approvals will have been obtained to permit the Purchased Shares to be duly issued to, and registered in the name of, Hochschild in compliance with all applicable Laws, including regulatory approvals; and (f) The Strategic Alliance Agreement shall have been executed and delivered by Hochschild.

Conditions to the Company’s Obligations to Close. The obligation obligations of the Company to complete consummate the issuance and sale of the Purchased Preferred Shares and tender a certificate for the Purchased Shares shall be Warrant are subject to satisfaction the fulfillment, prior to or on or before the Closing Date Date, of the following conditions precedent (each of which is acknowledged to be for the exclusive benefit of the Company and may be waived in whole or in part by the Company in its complete discretion):conditions: (ai) All of the representations and warranties made by Hochschild in this Agreement of the Investor set forth herein are true and accurate correct on and as of the Closing Date, except for representations and warranties made as of a specified date, which will be true and correct as of such specified date; (bii) All covenants the Investor has complied in all material respects with its obligations hereunder that are required to be performed complied with by Hochschild it at or prior to the Closing Date pursuant to this Agreement have been performedClosing; (ciii) Hochschild has tendered the Purchase Price to the Company; (d) There shall be no LawsNo judgment, injunction, order decree or decree which restrains or enjoins or otherwise prohibits the issuance and purchase of the Purchased Shares, or any action or proceeding pending or threatened against the Company or against Hochschild by any government authority or any other Person (including a Party hereto) to restrain or legal restraint shall prohibit the completion consummation of the transactions contemplated by this Agreement; (iv) The Company shall have received the Stockholder Consents; (v) The Company, CAMOFI and the other parties thereto shall have duly executed and delivered the CAMOFI Satisfaction and Termination Agreement; (vi) The Company shall have obtained all material Regulatory Approvals applicable to it and the Investor shall have obtained all material Regulatory Approvals applicable to it; and (evii) All necessary approvals will The Company shall have been obtained to permit received the Purchased Shares items to be duly issued to, and registered in delivered to the name of, Hochschild in compliance with all applicable Laws, including regulatory approvalsCompany pursuant to Section 6.

Conditions to the Company’s Obligations to Close. The obligation of the Company to complete the issuance and sale of the Purchased Shares and tender a certificate for the Purchased Shares shall be subject to satisfaction on or before the Closing Date of the following conditions precedent (each of which is acknowledged to be for the exclusive benefit of the Company and may be waived in whole or in part by the Company in its complete discretion): (a) All of the representations and warranties made by Hochschild in this Agreement are shall be true and accurate correct as of the Closing Date and with the same effect as if made at and as of the Closing Date; (b) All covenants to be performed by Hochschild prior to the Closing Date pursuant to this Agreement shall have been performedperformed in all material respects; (c) Hochschild has tendered the Purchase Price to the Company; (d) There shall be no Laws, injunction, order or decree which restrains or enjoins or otherwise prohibits the issuance and purchase of the Purchased Shares, or any action or proceeding pending or threatened against the Company or against Hochschild by any government authority or any other Person (including a Party hereto) to restrain or prohibit the completion of the transactions contemplated by this Agreement; and (e) All necessary approvals will have been obtained to permit the Purchased Shares to be duly issued to, and registered in the name of, Hochschild in compliance with all applicable Laws, including regulatory approvals.