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and warranty of the Company shall be true and correct as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date) and the Company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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated. (vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act. (vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Appears in 1 contract
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Common Shares from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 7.1 The Company will have executed this Agreement and the Registration Rights Agreement and each Subsidiary (as such Agreement will have been delivered the case may be) shall Investor.
7.2 The Company will have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have Investors duly executed certificates representing the Common Shares in the amounts and delivered to the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementforms specified in Sections 1.1 and 1.4 hereof.
(ii) Each 7.3 The representations and every representation and warranty warranties of the Company shall must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) ), and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company’s Articles of Incorporation, By-laws, Board of Directors’ resolutions relating to the Investortransactions contemplated hereby, and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling ruling, or injunction shall will have been enacted, entered, promulgated promulgated, or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 7.5 Trading and listing 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 on the OTCBB must not have been suspended by the SEC or the Principal MarketNasdaq, nor shall Nasdaq have notified the Company shall not of any failure of the Company to meet any of the continued listing standards.
7.6 The Investors will have received any final and nonappealable notice that the listing or quotation an opinion of the Common Stock on Company’s counsel, dated as of the Principal Market shall be terminated on a date certainClosing Date, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect in form, scope and substance reasonably satisfactory to the Common Stock that is continuing, and the Company shall not have received any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplatedInvestors.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Internet America Inc)
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Securities from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole 's respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 7.1 The Company will have executed this Agreement and each Subsidiary (as the case may be) shall Registration Rights Agreement and will have duly executed and delivered those Agreements to the Investor.
7.2 The Company will have delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have Investors duly executed and delivered to certificates representing the Investor Securities in the Note being purchased by the Investor at the Closing pursuant to this Agreementamounts specified in Section 1.1 hereof.
(ii) Each 7.3 The representations and every representation and warranty warranties of the Company shall must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Certificate of Incorporation, By-laws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 7.5 Trading and listing 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 on Nasdaq must not have been suspended by the SEC or the Principal Market, the Company shall not Nasdaq.
7.6 The Investors will have received any final and nonappealable notice that the listing or quotation an opinion of the Common Stock on Company's counsel, dated as of the Principal Market shall be terminated on a date certainClosing Date, there shall not in form, scope and substance reasonably satisfactory to the Investors and in substantially the form attached hereto as Exhibit C.
7.7 The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investors, will 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesttransfer agent.
Appears in 1 contract
Samples: Securities Purchase Agreement (Micro Therapeutics Inc)
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Convertible Notes from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole 's respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 7.1 The Company will have executed this Agreement and the Registration Rights Agreement and each Subsidiary (as such Agreement will have been delivered the case may be) shall Investor.
7.2 The Company will have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have Investors duly executed Convertible Notes and delivered to duly executed Warrants in the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementamounts specified in Sections 1.1 and 1.4 hereof.
(ii) Each 7.3 The representations and every representation and warranty warranties of the Company shall must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and Section 7.8 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Articles of Incorporation, By-laws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 7.5 Trading and listing 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 on the Nasdaq must not have been suspended by the SEC or the Principal MarketNasdaq, nor shall Nasdaq have notified the Company shall not of any failure of the Company to meet any of the continued listing standards.
7.6 The Investors will have received any final and nonappealable notice that the listing or quotation an opinion of the Common Stock on Company's counsel, dated as of the Principal Market shall be terminated on a date certainClosing Date, there shall not in form, scope and substance reasonably satisfactory to the Investors and in substantially the form attached hereto as Exhibit E.
7.7 The Irrevocable Transfer Agent Instructions, in form and substance substantially like the form attached hereto as Exhibit D will 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documentstransfer agent.
7.8 There shall exist at the time of Closing no condition or event which would constitute an Event of Default (as hereinafter defined) or which, instruments after notice or certificates relating to the transactions contemplated by this Agreement as the Investor lapse of time or its counsel may reasonably requestboth, would constitute an Event of Default.
Appears in 1 contract
Samples: Securities Purchase Agreement (Delphax Technologies Inc)
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Common Shares from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 7.1 The Company will have executed this Agreement and the Registration Rights Agreement and each Subsidiary (as such Agreement will have been delivered the case may be) shall Investor.
7.2 The Company will have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have Investors duly executed certificates representing the Common Shares and delivered to duly executed Warrants in the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementamounts specified in Sections 1.1 and 1.4 hereof.
(ii) Each 7.3 The representations and every representation and warranty warranties of the Company shall must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company’s Certificate of Incorporation, By-laws, Board of Directors’ resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 7.5 Trading and listing 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 on the Nasdaq must not have been suspended by the SEC or the Principal MarketNasdaq, nor shall Nasdaq have notified the Company shall not of any failure of the Company to meet any of the continued listing standards.
7.6 The Investors will have received any final and nonappealable notice that the listing or quotation an opinion of the Common Stock on Company’s counsel, dated as of the Principal Market shall be terminated on a date certainClosing Date, there shall not in form, scope and substance reasonably satisfactory to the Investors and in substantially the form attached hereto as Exhibit E.
7.7 The Irrevocable Transfer Agent Instructions, in form and substance substantially like the form attached hereto as Exhibit D will 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor Company’s transfer agent and acknowledged in writing by such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesttransfer agent.
Appears in 1 contract
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, 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 thereofdiscretion:
(i) a. The Company and each Subsidiary (as the case may be) shall have duly executed this Agreement and delivered the same to the Investor.
b. The Company shall have delivered to the Investor each of the Transaction Documents 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 which it is a party and the Company he Investor, shall have duly executed and been delivered to the Investor the Note being purchased and acknowledged in writing by the Investor at the Closing pursuant to this AgreementCompany’s Transfer Agent.
(ii) Each d. The representations and every representation and warranty 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 originally made at that such 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 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 certificatecertificate or certificates, executed by the Chief Executive Officer 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 including, but not limited to certificates with respect to the InvestorCompany’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.
(iii) 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 that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date of execution of this Agreement, no f. No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse EffectEffect 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.
(v) Trading g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the Principal Market, the Company OTCBB.
h. The Investor shall not have received any final and nonappealable notice that the listing or quotation an officer’s certificate described in Section 3(c) above, dated as 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplatedClosing Date.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Appears in 1 contract
Samples: Securities Purchase Agreement (NYXIO TECHNOLOGIES Corp)
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Notes at the each Closing is subject to the satisfaction, at or before the Closing Date, 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 thereofdiscretion:
(i) i. The Company and each Subsidiary (as the case may be) shall have duly executed this Agreement and delivered the same to the Investor.
ii. The Company shall have delivered to the Investor each such duly executed Notes in accordance with Section 1(b) above.
iii. For the first Closing Date, the Investor has been provided with reasonable assurances by Company’s legal counsel that the proceeds of the Transaction Documents First Note shall be sufficient to which it is a party and allow the Company to file the Registration Statement within thirty days of the first Closing Date.
iv. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Investor, shall have duly executed and been delivered to the Investor the Note being purchased and acknowledged in writing by the Investor at the Closing pursuant to this AgreementCompany’s Transfer Agent.
(ii) Each v. The representations and every representation and warranty 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 originally made at that such 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 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 certificatecertificate or certificates, executed by the Chief Executive Officer 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 including, but not limited to certificates with respect to the InvestorCompany’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.
(iii) vi. 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 that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date of execution of this Agreement, no vii. No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse Effect.
(v) Trading Effect on the Company including but not limited to a change in the Common Stock shall not have been suspended by 1934 Act reporting status of the SEC Company or the Principal Market, failure of 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 to 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplatedtimely in its 1934 Act reporting obligations.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Appears in 1 contract
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The Company understands that the respective Investor's obligation of the Investor hereunder to purchase the Note at Shares on the Closing Date is subject conditioned upon:
a. The execution and delivery of this Purchase Agreement and the other Transaction Agreements by the Company;
b. Delivery by the Company to the satisfactionEscrow Agent of the Certificates in accordance with this Purchase Agreement;
c. The accuracy in all material respects on such Closing Date of the representations and warranties of the Company contained in this Purchase Agreement, at 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;
d. On such Closing Date, the Registration Rights Agreement shall be in full force and effect and the Company shall not be in default thereunder;
e. On such Closing Date, the respective Investor shall have received an opinion of counsel for the Company (and delivered to the Escrow Agent), dated the Closing Date, of in form, scope and substance reasonably satisfactory to the Investor, substantially to the effect set forth in Annex III attached hereto;
f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
g. From and after the date hereof to and including such Closing Date, 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 will remain in its sole discretion by providing the Company with prior written notice thereof:
effect: (i) The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each trading 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 Trading Market; (ii) no minimum prices shall be terminated been established for Shares traded on a date certain, the Principal Trading Market; and (iii) there shall not have been imposed any suspension material adverse change in any financial market that, in the reasonable judgment of electronic the Investor, makes it impracticable or inadvisable to purchase the Shares. In addition, on the Closing Date, trading or settlement services by DTC with respect to the in Common Stock that is continuing, and or in securities generally on the Company Principal Trading Market shall not have received any notice from DTC to the effect that a suspension of electronic trading been suspended or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.limited
Appears in 1 contract
Samples: Common Stock Purchase Agreement (Focus Enhancements Inc)
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Notes at the each Closing is subject to the satisfaction, at or before the Closing Date, 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 thereofdiscretion:
(i) i. The Company and each Subsidiary (as the case may be) shall have duly executed this Agreement and delivered the same to the Investor.
ii. The Company shall have delivered to the Investor each such duly executed Notes in accordance with Section 1(b) above.
iii. For the first Closing Date, the Investor has been provided with reasonable assurances by Company’s legal counsel that the proceeds of the Transaction Documents First Note shall be sufficient to which it is a party and allow the Company to file the Registration Statement within thirty days of the first Closing Date.
iv. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have duly executed and been delivered to the Investor the Note being purchased and acknowledged in writing by the Investor at the Closing pursuant to this AgreementCompany’s Transfer Agent.
(ii) Each v. The representations and every representation and warranty 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 originally made at that such 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 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 certificatecertificate or certificates, executed by the Chief Executive Officer 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 including, but not limited to certificates with respect to the InvestorCompany’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby.
(iii) vi. 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 that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date of execution of this Agreement, no vii. No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse Effect.
(v) Trading Effect on the Company including but not limited to a change in the Common Stock shall not have been suspended by 1934 Act reporting status of the SEC Company or the Principal Market, failure of 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 to 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplatedtimely in its 1934 Act reporting obligations.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Mind Solutions Inc.)
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the Investor hereunder to purchase the Note Notes at the Closing is subject to the satisfaction, at or before the Closing Date, Date of each of the following conditions, provided that these conditions are for the Investor’s '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 thereofdiscretion:
(i) a. The Company and each Subsidiary (as the case may be) shall have duly executed this Agreement and delivered the same to the Investor.
b. The Company shall have delivered to the Investor each of 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 the Transaction Documents to which it is a party and the Company Investor, shall have duly executed and been delivered to the Investor the Note being purchased and acknowledged in writing by the Investor at the Closing pursuant to this AgreementCompany's Transfer Agent.
(ii) Each d. The representations and every representation and warranty 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 originally made at that such 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 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 certificatecertificate or certificates, executed by the Chief Executive Officer 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 including, but not limited to certificates with respect to the InvestorCompany's Certificate of Incorporation, By-laws and Board of Directors' resolutions relating to the transactions contemplated hereby.
(iii) 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 that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date of execution of this Agreement, no f. No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse EffectEffect 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.
(v) Trading g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the Principal Market, the Company OTCBB.
h. The Investor shall not have received any final and nonappealable notice that the listing or quotation an officer's certificate described in Section 3(c) above, dated as 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplatedClosing Date.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Appears in 1 contract
Samples: Securities Purchase Agreement (Dewmar International BMC, Inc.)
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Securities from the Company and the Selling Shareholders at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole 's respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 8.1 The Company and each Subsidiary the Selling Shareholders will have executed this Agreement and the Registration Rights Agreement and will have delivered those Agreements to the Investor.
8.2 The Company and the Selling Shareholders will have delivered (as or caused to be delivered) to the case may be) shall have Investors duly executed and delivered to certificates representing the Investor each of Securities in 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 Agreementamounts specified in Section 1.1 hereof.
(ii) Each 8.3 The representations and every representation and warranty warranties of the Company shall and the Selling Shareholders must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) and the Company shall and the Selling Shareholders must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company and the Selling Shareholders at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company certifying, as to the Company, dated as of the Closing Date, to the foregoing effect matters in contained in this Section 8.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Certificate of Incorporation, By-laws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 8.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 8.5 Trading and listing 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 on Nasdaq shall not have been suspended by the SEC or Nasdaq.
8.6 The Investors will have received an opinion of the Principal Market, counsel to the Company shall not have received any final and nonappealable notice that the listing or quotation Selling Shareholders, dated as of the Common Stock on the Principal Market shall be terminated on a date certainClosing Date, there shall not have been imposed any suspension of electronic trading or settlement services by DTC with respect in form, scope and substance reasonably satisfactory to the Common Stock that is continuingInvestors and in substantially the form attached hereto as Exhibit C.
8.7 The Irrevocable Transfer Agent Instructions, and in the Company shall not have received any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Actform attached hereto as Exhibit B, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesttransfer agent.
Appears in 1 contract
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Convertible Notes from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole 's respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 7.1 The Company will have executed this Agreement and the Registration Rights Agreement and each Subsidiary (as such Agreement will have been delivered the case may be) shall Investor.
7.2 The Company will have duly executed and delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have Investors duly executed Convertible Notes and delivered to duly executed Warrants in the Investor the Note being purchased by the Investor at the Closing pursuant to this Agreementamounts specified in Sections 1.1 and 1.4 hereof.
(ii) Each 7.3 The representations and every representation and warranty warranties of the Company shall must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and Section 7.8 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Articles of Organization, By-laws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 7.5 Trading and listing 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 on the Nasdaq must not have been suspended by the SEC or the Principal MarketNasdaq, nor has Nasdaq notified the Company shall not of any failure of the Company to meet any of the continued listing standards.
7.6 The Investors will have received any final and nonappealable notice that the listing or quotation an opinion of the Common Stock on Company's counsel, dated as of the Principal Market shall be terminated on a date certainClosing Date, there shall not in substantially the form attached hereto as Exhibit E.
7.7 The Irrevocable Transfer Agent Instructions, in form and substance substantially like the form attached hereto as Exhibit D and will 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documentstransfer agent.
7.8 There shall exist at the time of Closing no condition or event which would constitute an Event of Default (as hereinafter defined) or which, instruments after notice or certificates relating to the transactions contemplated by this Agreement as the Investor lapse of time or its counsel may reasonably requestboth, would constitute an Event of Default.
7.9 The Company shall have received at least $6.0 million in proceeds hereunder.
Appears in 1 contract
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Securities from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole 's respective benefit and may be waived by the any Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 7.1 The Company will have executed this Agreement and each Subsidiary (as the case may be) shall Registration Rights Agreement and will have duly executed and delivered those Agreements to the Investor.
7.2 The Company will have delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have Investors duly executed and delivered to certificates representing the Investor Securities in the Note being purchased by the Investor at the Closing pursuant to this Agreementamounts specified in Sections 1.1 hereof.
(ii) Each 7.3 The representations and every representation and warranty warranties of the Company shall must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Certificate of Incorporation, By-laws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 7.5 Trading and listing 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 on Nasdaq must not have been suspended by the SEC or the Principal Market, the Company shall not Nasdaq.
7.6 The Investors will have received any final and nonappealable notice that the listing or quotation an opinion of the Common Stock on Company's counsel, dated as of the Principal Market shall be terminated on a date certainClosing Date, there shall not in form, scope and substance reasonably satisfactory to the Investors and in substantially the form attached hereto as Exhibit B.
7.7 The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investors, will 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesttransfer agent.
Appears in 1 contract
Samples: Securities Purchase Agreement (Endocardial Solutions Inc)
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The Company understands that the Investor's obligation of the Investor hereunder to purchase the Note at Preferred Stock on the Closing is subject to the satisfaction, at or before the relevant Closing Date, of each of the following conditions, provided that these conditions are for the Investor’s sole benefit and may be unless waived by the Investor at any time in its sole discretion Investor, is conditioned upon:
a. The adoption of the Certificate of Designation by providing all necessary corporate action of the Company with prior written notice thereof:and the filing of all filings necessary to effectuate the Certificate of Designation as a part of the charter documents of the Company;
(i) b. The execution and delivery of this Agreement and the Registration Rights Agreement by the Company;
c. Delivery by the Company and each Subsidiary (as the case may be) shall have duly executed and delivered to the Investor each Escrow Agent of the Transaction Documents relevant Certificates in accordance with this Agreement;
d. 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 which it is a party be performed on or before such date;
e. On such Closing Date, the Registration Rights Agreement shall be in full force and effect 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.not be in default thereunder;
(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 f. On 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 , the Investor shall have received a certificate, executed by the Chief Executive Officer an opinion of counsel for the Company, dated as of the such Closing Date, to the foregoing effect in form, scope and as to such other matters as may be substance reasonably requested by the Investor in the form acceptable satisfactory to the Investor., substantially to the effect set forth in ANNEX III attached hereto;
(iii) No statuteg. Except to the extent contemplated by specific provisions of the Transaction Documents, rulethere shall not be in effect any law, regulation, executive order, decree, ruling rule or injunction shall have been enacted, entered, promulgated regulation prohibiting or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of restricting the transactions contemplated by the Transaction Documents.hereby to an extent materially greater than contemplated herein, or requiring any consent or approval which shall not have been obtained;
(iv) Since the date h. The trading 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 The American Stock Exchange and nonappealable notice that the listing or quotation of the Common trading in securities generally on The American Stock on the Principal Market shall be terminated on a date certain, there Exchange shall not have been imposed suspended or limited, nor shall minimum prices been established for securities traded on The American Stock Exchange, nor shall there be any suspension outbreak or escalation of electronic trading hostilities involving the United States, the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Investor, impracticable or settlement services by DTC with inadvisable to purchase the Preferred Stock; and
i. With respect to the Common Additional Closing Date,
(i) [Reserved]
(ii) the conditions of Section 6(b) shall have been satisfied;
(iii) each of the Transaction Documents shall continue to be in full force and effect and be applicable, to the extent relevant, to the Additional Preferred Stock that is continuing(and the Company's issuance of the Additional Preferred Stock shall constitute the Company's making a representation and warranty to such effect as of such date);
(iv) the representations and warranties of the Company contained in Section 3 hereof shall be true and correct in all material respects and there shall have been no material adverse change to the business, operations or financial condition or results of operation of the Company and its subsidiaries taken as a whole from the Initial Closing Date through and including the Additional Closing Date
(v) the Company shall not have timely issued all shares issuable pursuant to the Repricing Rights Agreement prior to such additional Closing Date, to the extent it may lawfully do so;
(vi) the Company shall have available and shall reserve for issuance to Investor the number of shares required under Section 4 (g) of this Agreement
(vii) Investor shall have received any notice from DTC and been reasonably satisfied with such other certificates and documents as shall have been reasonably requested by Investor in order for Investor to confirm the Company's satisfaction of the conditions set forth in this Section including, without limitation, a certificate in substantially the form and substance of Exhibit 8(i) hereto, executed by an executive officer of the Company and to the effect that a suspension of electronic trading or settlement services by DTC with respect all the conditions to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, such Closing shall have been filed with satisfied as at the Commission under the 1934 Actdate of each such certificate.
(vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Appears in 1 contract
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, 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 thereofdiscretion:
(i) a. 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 this Agreement and delivered the same to the Investor.
b. The Company shall have delivered to the Investor the duly executed Note being purchased (in such denominations as the Investor shall request) in accordance with Section 1(b) above.
c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Investor, shall have been delivered to and acknowledged in writing by the Investor at the Closing pursuant to this AgreementCompany’s Transfer Agent.
(ii) Each d. The representations and every representation and warranty 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 originally made at that such 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 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 certificatecertificate or certificates, executed by the Chief Executive Officer 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 including, but not limited to certificates with respect to the Investor.
(iii) 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 that or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date of execution of this Agreement, no f. No event or series of events shall have occurred that which could reasonably would be expected to have or result in a Material Adverse EffectEffect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.
(v) Trading g. The Conversion Shares shall have been authorized for quotation on an exchange or electronic quotation system and trading in the Common Stock on such exchange or electronic quotation system shall not have been suspended by the SEC or the Principal Market, the Company an exchange or electronic quotation system.
h. The Investor 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 continuingan officer’s certificate described in Section 3(d) above, and the Company shall not have received any notice from DTC to the effect that a suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reportsWarrant, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements dated as of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 ActClosing Date.
(vii) The Company and its Subsidiaries shall have delivered to the Investor such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably request.
Appears in 1 contract
CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Securities from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole 's respective benefit and may be waived by the such Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 7.1 The Company will have executed this Agreement and each Subsidiary (as the case may be) shall Registration Rights Agreement and will have duly executed and delivered those Agreements to the Investor.
7.2 The Company will have delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have Investors duly executed and delivered to certificates, against payment therefor, representing the Investor Securities in the Note being purchased by the Investor at the Closing pursuant to this Agreementamounts specified in Section 1.1 hereof.
(ii) Each 7.3 The representations and every representation and warranty warranties of the Company shall must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Certificate of Incorporation, By-laws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self- regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 7.5 Trading and listing 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 on Nasdaq must not have been suspended by the SEC or the Principal Market, the Company shall not Nasdaq.
7.6 The Investors will have received any final and nonappealable notice that the listing or quotation an opinion of the Common Stock on Company's counsel, dated as of the Principal Market shall be terminated on a date certainClosing Date, there shall not in form, scope and substance reasonably satisfactory to the Investors and in substantially the form attached hereto as Exhibit C.
7.7 The Irrevocable Transfer Agent Instructions, in substantially the form attached hereto as Exhibit B will 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesttransfer agent.
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CONDITIONS TO THE INVESTOR’S OBLIGATION TO PURCHASE. (a) The obligation of the each Investor hereunder to purchase the Note Securities from the Company at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these . These conditions are for the each Investor’s sole 's respective benefit and may be waived by the such Investor at any time in its sole discretion by providing the Company with prior written notice thereofdiscretion:
(i) 7.1 The Company will have executed this Agreement and each Subsidiary (as the case may be) shall Registration Rights Agreement and will have duly executed and delivered those Agreements to the Investor.
7.2 The Company will have delivered to the Investor each of the Transaction Documents to which it is a party and the Company shall have Investors duly executed and delivered to certificates, against payment therefor, representing the Investor Securities in the Note being purchased by the Investor at the Closing pursuant to this Agreementamounts specified in Section 1.1 hereof.
(ii) Each 7.3 The representations and every representation and warranty warranties of the Company shall must be true and correct as of the date when made and in all material respects 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 representations and warranties must be true and correct as of such date) and the Company shall must have performed, satisfied performed and complied in all material respects with the covenants, agreements covenants and conditions required by this Agreement to be performed, satisfied performed or complied with by the Company at or prior to the Closing DateClosing. The Investor shall must have received a certificate, certificate or certificates dated as of the Closing Date and executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated Company certifying as of the Closing Date, to the foregoing effect matters in contained in this Section 7.3 and as to such other matters as may be reasonably requested by such Investor, including, but not limited to, the Investor in the form acceptable Company's Certificate of Incorporation, By-laws, Board of Directors' resolutions relating to the Investortransactions contemplated hereby and the incumbency and signatures of each of the officers of the Company who may execute on behalf of the Company any document delivered at the Closing.
(iii) 7.4 No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall will have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction that or any self- regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by the Transaction Documentsthis Agreement.
(iv) Since the date 7.5 Trading and listing 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 on Nasdaq must not have been suspended by the SEC or the Principal Market, the Company shall not Nasdaq.
7.6 The Investors will have received any final and nonappealable notice that the listing or quotation an opinion of the Common Stock on Company's counsel, dated as of the Principal Market shall be terminated on a date certainClosing Date, there shall not in form, scope and substance reasonably satisfactory to the Investors and in substantially the form attached hereto as Exhibit C. ---------
7.7 The Irrevocable Transfer Agent Instructions, in substantially the form attached hereto as Exhibit B will 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 suspension of electronic trading or settlement services by DTC with respect to the Common Stock is being imposed or is contemplated.
(vi) All reports, schedules, registrations, forms, statements, information and other documents required to have been filed by the Company with the Commission pursuant to the reporting requirements of the 1934 Act, including all material required to have been filed pursuant to Section 13(a) or 15(d) of the 1934 Act, shall have been filed with the Commission under the 1934 Act.
(vii) The Company and its Subsidiaries shall have delivered to the Investor Company's transfer agent and acknowledged in writing by such other documents, instruments or certificates relating to the transactions contemplated by this Agreement as the Investor or its counsel may reasonably requesttransfer agent.
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