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and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company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. (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) 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.
(iii) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents.
(iv) Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result in a Material Adverse Effect.
(v) Trading in the Common Stock shall not have been suspended by the SEC or the Principal Market, the Company shall not have received any final and nonappealable notice that the listing or quotation of the Common Stock on the Principal Market shall be terminated on a date certain, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect to the Common Stock that is continuing, and the Company shall not have received any notice from DTC to the effect that a sus...
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of each Investor hereunder to purchase the Convertible Notes from the Company at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions. These conditions are for each Investor’s respective benefit and may be waived by any Investor at any time in its sole discretion:
Section 6.01 The Company will have executed this Agreement and will have delivered this Agreement to the Investor.
Section 6.02 The Company will have delivered to the Investor the duly executed Convertible Notes in the amounts specified in Section 1.01.
Section 6.03 The representations and warranties of the Company must be true and correct in all material respects as of the Closing as though made at that time (except for representations and warranties that speak as of a specific date, which representations and warranties must be true and correct as of such date) and the Company must have performed and complied in all material respects with the covenants and conditions required by this Agreement to be performed or complied with by the Company at or prior to the Closing.
Section 6.04 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction will 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.
Section 6.05 There will not exist at the time of Closing any condition or event which would constitute an Event of Default (as hereinafter defined) or which, after notice or lapse of time or both, would constitute an Event of Default.
Section 6.06 The Company will have received any consent required under the definitive agreements or instruments governing the Consent Debt to be received prior to the execution of this Agreement or the consummation of the transactions contemplated hereby.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation of the Investor hereunder to purchase any Note pursuant hereto is subject to the satisfaction, at or before the applicable 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) There shall not have been any condition, circumstance, or situation that has resulted in or would reasonably be expected to result in a Material Adverse Effect;
(b) The Common Stock shall be authorized for quotation or trading on the Principal Market, trading in the Common Stock shall not have been suspended for any reason, and all shares of Common Stock issuable upon the conversion of the Notes shall be approved for listing or trading on the Principal Market.
(c) The SEDA is in full force and effect;
(d) The representations and warranties of the Company set forth in Article IV of the SEDA are true and correct as of each Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and as if all references therein to “Agreement” are to this Agreement and all references to the sale of “Shares” or “Common Stock” are references to the Securities being sold pursuant hereto;
(e) The Company shall have executed and delivered the Note to the Investor;
(f) The Investor shall have received an opinion of counsel from counsel to the Company in a form satisfactory to the Investor;
(g) The Company has and continues to use its good faith efforts to have the Registration Statement declared effective by the SEC;
(h) An investor of the Company has pledged to the Investor, pursuant to the form of Pledge Agreement attached hereto as Exhibit B a number of shares of Common Stock equal to 150% of the principal amount of the Note divided by the average of the VWAPs of the Common Stock on the 5 Trading Days prior to the Closing , and
(i) The Company has received all necessary authorizations to sell the Note to the Investor.
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. 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. 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 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. (a) The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before each applicable Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer 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 Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to the Buyer the Note being purchased by the Buyer at the Closing pursuant to this Agreement.
(ii) The Company shall have delivered to the Buyer 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.
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. The obligation 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 Investor’s sole benefit and may be waived by the Investor at any time in its sole discretion:
6.1. The Company shall have executed this Agreement and delivered the same to the Investor.
6.2. The Company shall have delivered to the Investor the duly executed Note in accordance with Section 1.2 above.
