CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note 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 Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreement.
(ii) The Investor shall have received the opinions of Xxxxxx & Xxxxxx LLP, the Company's U.S. and Xxxxxxxx Islands counsel, dated as of the Closing Date, in the forms acceptable to such Investor.
(iii) The Company shall have delivered to the Investor a certificate evidencing the formation and good standing of the Company issued by the Secretary of State (or comparable office) of such jurisdiction of formation as of a date within fifteen (15) days of the Closing Date.
(iv) The Company shall have delivered to such Investor a certificate, in the form acceptable to the Investor, executed by the Secretary of the Company and dated as of the Closing Date, as to the Signing Resolutions consistent with Section 3(b) as adopted by the Company's board of directors in a form reasonably acceptable to the Investor, together with a copy of the Signing Resolutions signed by each member of the Company's board of directors.
(v) Each and every representation and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Investor shall have received a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor in the form acceptable to the Investor.
(vi) The Company shall have obtained all governmental, regulatory or third pa...
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase the Note 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 Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion:
a. The Company shall have executed this Agreement and delivered the same to the Investor.
b. The Company shall have delivered to the Investor a duly executed Note, Warrant and Registration Rights Agreement in accordance with Section 1(b) above.
c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to he Investor, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.
d. The representations and warranties of the Company 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 such time (except for representations and warranties that speak as of a specific date) and the Company 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 Company at or prior to the Closing Date. The Investor shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Investor including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.
e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.
f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company; including, without limitation, a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in it’s 1934 Act reporting obligations.
g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common...
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The Company understands that the Investor's obligation to purchase the Purchase Securities on the Closing Date is conditioned upon:
8.1 The execution and delivery of this Agreement and the other Transaction Documents by the Company;
8.2 Delivery by the Company to the Investor of the securities in accordance with this Agreement;
8.3 The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company required to be performed on or before such date;
8.4 There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval that shall not have been obtained; and
8.5 No preliminary or permanent injunction or other order issued by any court or governmental or regulatory authority, domestic or foreign, nor any statute, rule, regulation, decree or executive order promulgated or enacted by any governmental or regulatory authority, domestic or foreign, that declares this Agreement invalid or unenforceable in any material respect or that prevents the consummation of the transactions contemplated hereby shall be in effect; and no action or proceeding before any court or regulatory authority, domestic or foreign, shall have been instituted or threatened in writing by any governmental or regulatory authority, domestic or foreign, or by any other person (other than Investor or any of Investor's affiliates), which seeks to prevent or delay the consummation of the transactions contemplated by this Agreement or which challenges the validity or enforceability of this Agreement and which, in any such case, in the opinion of counsel to Investor, has a reasonable likelihood of success.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. Notwithstanding anything to the contrary in this Agreement, the Company shall not be entitled to deliver a Put Notice, and the Investor shall not be obligated to purchase any Shares at a Closing, unless each of the following conditions are satisfied:
(I) a Registration Statement shall have been declared effective and shall remain effective and available for the resale of all the Registrable Securities (as defined in the Registration Rights Agreement) subject to a Put Notice at all times until the Closing with respect to the subject Put Notice;
(II) at all times during the period beginning on the applicable Put Notice Date and ending on and including the applicable Closing Date, the Common Stock shall have been listed or quoted on the Principal Market and shall not have been suspended from trading thereon for a period of two (2) consecutive Trading Days during the Open Period and the Company shall not have been notified of any pending or threatened proceeding or other action to suspend the trading of the Common Stock;
(III) the Company shall have materially complied with its obligations under, and shall not be otherwise in breach of or in default under, the Equity Line Transaction Documents, unless any such noncompliance, breach or default has been cured prior to delivery of the Investor’s Put Notice Date;
(IV) no injunction shall have been issued and remain in force, and no action shall have been commenced by a governmental authority which has not been stayed or abandoned, which, in either case, would prohibit the purchase or the issuance of the Securities; and
(V) the issuance of the Securities shall not violate any shareholder approval requirements of the Principal Market. If any of the events described in clauses (I) through (V) above occurs during a Pricing Period, then the Investor shall have no obligation to purchase the Put Amount of Common Stock set forth in the applicable Put Notice.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of the Investors hereunder to purchase the Common Stock at the Closing(s) is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Investors’ sole benefit and may be waived by the Investors at any time in their sole discretion:
7.1. The Company shall have executed the Transaction Documents and delivered the same to the Investors.
7.2. The Common Stock shall be authorized for quotation on the OTC BB, trading in the Common Stock shall not have been suspended for any reason.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of each Investor hereunder to purchase the Securities from the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligations of the Investor hereunder to purchase the Securities 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 sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Investor with prior written notice thereof:
(i) The Company shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company.
(ii) The Company shall have the obligation to deliver to the Investor the: (A) Prepaid Interest Shares; (B) Origination Fee Shares (which shall be issued pursuant to and in compliance with the provisions of Section 1(e) above); (C) Note; and (D) Warrants.
(iii) The Company shall have issued irrevocable instructions to its transfer agent, and any subsequent transfer agent, to issue certificates or credit shares to the applicable balance accounts of such transfer agent, registered in the name of the Investor or its respective nominee(s), for the Conversion Shares in such amounts as specified from time to time by the Investor substantially in the form of Exhibit C attached hereto (the “Irrevocable Transfer Agent Instructions”), an executed copy of which shall be delivered to the Investor.
(iv) The representations and warranties of the Company are true and accurate in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date in (unless as of a specific date therein in which case they shall be accurate as of such date).
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Noteat 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 Investor's sole benefit and may be waived by the Investor at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The Company shall have duly executed and delivered to the Investor (A) this Agreement and (B) the Note being purchased by the Investor at the Closing pursuant to this Agreement.
(ii) The representations and warranties of the Company shall be true and correct 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 the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date.
(iii) The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Note.
(iv) The Company shall have delivered to the Investor such other documents relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase the Securities from the Company at a Closing is subject to the satisfaction, on or before the Closing Date of such Closing, of each of the following conditions. These conditions are for the Investor's respective benefit and may be waived by any Investor at any time in its sole discretion:
7.1. THE COMPANY WILL HAVE EXECUTED THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND WILL HAVE DELIVERED THOSE AGREEMENTS TO THE INVESTOR 7.2. THE COMPANY WILL HAVE DELIVERED TO THE INVESTORS DULY EXECUTED CERTIFICATES REPRESENTING THE SECURITIES IN THE AMOUNTS SPECIFIED IN SECTION 1.1 HEREOF.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase the Promissory Note 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 Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion:
