CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. 6.1 The obligation of the Investor to purchase the Purchased Shares at the Closing is subject to the fulfillment, to the satisfaction of such Investor (or waiver thereof) on or prior to the date of the Closing (the “Closing Date”), of the following conditions:
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligation of the Investors under Section 1.2 of this Agreement is subject to the fulfillment on or before the Closing of each of the following conditions:
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligations of each Investor to consummate the Closing is subject to the prior fulfillment of each of the following conditions:
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligation of the Investor under this Agreement to purchase and pay for the Units being purchased by it at the Closing and otherwise consummate the transactions contemplated hereby is subject to the fulfillment (or waiver by the Investor in writing), on or before the Closing, of the following conditions:
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligation of each Investor to purchase the Notes is subject to the satisfaction (or waiver by such Investor), as of the Closing Date, of the following conditions:
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligation of each Investor to purchase the Series B-1 Preferred Shares and Series B-2 Preferred Shares at the Closing is subject to the fulfillment, to the satisfaction of the Investor on or prior to the Closing, of the following conditions:
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligation of the Investor to purchase the Note at the Closing is subject to the fulfillment to the Investor’s satisfaction, on or prior to the Closing Date, of the following conditions, any of which may be waived by Investor:
(a) The representations and warranties made by the Company in Section 4 hereof shall be true and correct on the Closing Date, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date. The Company shall have performed in all material respects all obligations and covenants herein and in any other Transaction Document required to be performed by it on or prior to the Closing Date.
(b) The Company shall have executed and delivered the Note, the Registration Rights Agreement and the Security Agreement.
(c) The Company shall have filed a UCC-1 financing statement, describing the Intellectual Property Collateral (as defined in the Security Agreement), in the office of the Secretary of State of the State of Delaware.
(d) The Company shall have filed with Nasdaq a Notification Form: Listing of Additional Shares for the listing of the Conversion Shares, a copy of which shall have been provided to the Investor.
(e) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding shall have been instituted by any governmental authority, enjoining or preventing the consummation of the Closing or other transactions contemplated hereby or in the other Transaction Documents.
(f) The Company shall have delivered a Certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (d), (e), (j), (l) and (m) of this Section 6.1.
(g) The Company shall deliver to the Investor the Certificate of Incorporation, as amended and in effect as of the Closing Date, certified by the Secretary of the State of the State of Delaware.
(h) The Company shall have delivered a Certificate, executed on behalf of the Company by its Secretary, dated as of the Closing Date, certifying the resolutions adopted by the Board approving the transactions contemplated by the Transaction Documents and the issuance of...
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligations of an Investor to purchase the shares of Series Angel Preferred Stock at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligations of the Investor to consummate the transactions under Section 2 of this Agreement are subject to the fulfillment, to the satisfaction of the Investor on or prior to the Closing, or waiver by the Investor, of the following conditions:
CONDITIONS TO THE INVESTOR’S OBLIGATIONS AT THE CLOSING. The obligation of the Investors to purchase the Shares is subject to the fulfillment to the Investors’ satisfaction, on or prior to the date hereof, of the following conditions, any of which may be waived by the Investors:
(a) The representations and warranties made by the Company in this Agreement shall be true and correct in all material respects on the as of the date hereof, except to the extent any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date. The Company shall have performed or complied with in all material respects all obligations and covenants in this Agreement required to be performed by it or complied with on or prior to the Closing Date.
(b) No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any bankruptcy court or judge, or any order of or by any Governmental Entity, shall have been issued, and no action or proceeding shall have been instituted by any Governmental Entity, enjoining or preventing the consummation of the transactions contemplated hereby.
(c) The Company shall have executed and delivered to the Investors the Registration Rights Agreement.
(d) Subject to the satisfaction of the condition described in Section 5.2(c), the Board of Directors shall have granted to Luxor Capital Group and the other Affiliates of Luxor Capital Group set forth on Schedule 5.1(d) hereof the Ownership Limit Waiver.
(e) The Company shall have delivered to each Investor copies of certificates representing that number of Initial Shares corresponding to such Investor’s name in Schedule 2.1 (or other evidence reasonably satisfactory to the Investors that such Initial Shares have been issued).
