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

Conditions to the Issuer’s Obligations. The obligation of the Issuer to consummate each Closing is further subject to the satisfaction, at or prior to each Closing Date, of the following additional conditions: (a) The representations and warranties of each Purchaser contained herein shall be true and correct in all respects on and as of each Closing Date. Each Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by such Purchaser at or prior to each Closing Date; and the Issuers shall have received a certificate dated as of each Closing Date signed by an authorized officer of such Purchaser to the foregoing effect; and (b) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay either Closing shall have been instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and be pending; (c) The Issuer shall have received all consents and waivers by third parties that are required for the issuance of the Securities and the consummation of the transactions contemplated hereby on terms reasonably satisfactory to Purchaser (including (i) waivers of all shareholders' contractual or other preemptive and similar rights, and (ii) any consents required in order that the transactions contemplated hereby do not constitute a breach of, a default under, or a termination or modification of any material agreement to which the Issuer or any Subsidiary is a party or to which any portion of the property of the Issuer or any Subsidiary is subject).

Conditions to the Issuer’s Obligations. The obligation obligations of the Issuer to consummate each Closing is further issue and sell the Series A Preferred to the Purchaser pursuant to this Agreement are subject to the satisfaction, at or prior to each the Closing Date, of the following additional conditions: (a) The the representations and warranties of each the Purchaser contained herein shall be true and correct in all material respects on and as of each the Closing Date. Each ; (b) the Purchaser shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by such the Purchaser at on or prior to each the Closing Date; and the Issuers shall have received a certificate dated as of each Closing Date signed by an authorized officer of such Purchaser to the foregoing effect; and (b) No proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay either Closing shall have been instituted by any Governmental Authority before any court, arbitrator or governmental body, agency or official binding on any party hereto and be pending; (c) The the Purchaser's purchase of and payment for the Series A Preferred shall not be prohibited by any applicable law, court order or governmental regulation or any contract, agreement, document or other instrument by which the Purchaser is bound; (d) the Securityholders Agreement shall have been executed and delivered by the parties thereto other than the Issuer, the conditions to effectiveness to the Securityholders Agreement of each of the parties thereto other than the Issuer shall have received been satisfied and, assuming due execution and delivery by the Issuer, the Securityholders Agreement shall be in full force and effect; (e) the Purchaser shall have obtained any and all consents and material consents, waivers by third parties that are required or permits necessary for the issuance of the Securities and the consummation of the transactions contemplated hereby on terms reasonably satisfactory to hereby; and (f) the Purchaser (including (i) waivers of all shareholders' contractual or other preemptive and similar rights, and (ii) any consents required shall contemporaneously pay the Purchase Price in order that the transactions contemplated hereby do not constitute a breach of, a default under, or a termination or modification of any material agreement to which the Issuer or any Subsidiary is a party or to which any portion of the property of the Issuer or any Subsidiary is subject)full.