Common use of Conditions to the Obligations of the Investor Clause in Contracts

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) the Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the applicable Placement; (d) no stop order or suspension of trading shall have been imposed by the Nasdaq, the SEC or any other Governmental Authority with respect to the public trading in the Common Stock; (e) the Common Stock shall be listed on the Nasdaq; and (f) the Investor Rights Agreement (as amended in the form of Exhibit B hereto) shall be in full force and effect.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiveror, if permissible under to the extent permitted by applicable Law) , waiver by the Investor on or prior to the Closing Date of the following conditions: (a) no Company Material Adverse Effect shall have occurred since the date of this Agreement and prior to the Closing Date; (b) the representations and warranties of the Company set forth in this Agreement that are qualified by materiality or Company Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct as of the date of this Agreement and in all material respects, in each case, as of the Closing Date with the same effect as though made on and as of such date (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case any such representation and warranty qualified as to materiality or Company Material Adverse Effect shall be true and correct, and those not so qualified shall be true and correct in all material respects, on and as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (bc) the Company shall have complied with or performed in all material respects all of its obligations and covenants hereunder required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (cd) the Company Investor shall have obtained any and all consentsreceived a certificate, permits, approvals, registrations and waivers necessary for consummation signed by an officer of the applicable Placement; (d) no stop order or suspension of trading shall have been imposed by the NasdaqCompany, the SEC or any other Governmental Authority with respect certifying as to the public trading matters set forth in the Common StockSections 8.03(a) through 8.03(c); (e) the Common Stock Company shall have duly adopted and caused to be listed on filed with the NasdaqRegistrar of Companies of the Republic of the Xxxxxxxx Islands the Certificate of Designation; and (f) simultaneous with the Closing, the Company shall have issued to the Investor Rights Agreement (as amended in the form of Exhibit B hereto) shall be in full force and effectTransaction Fee Shares.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the each Closing Date of the following conditions: (a) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) the Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the applicable Placement; (d) no stop order or suspension of trading shall have been imposed by the Nasdaq, the SEC or any other Governmental Authority with respect to the public trading in the Common Stock; (e) the Common Stock shall be listed on the Nasdaq; and (f) the Investor Rights Agreement (Agreement, as amended in by the form of Exhibit B hereto) IRA Amendment, shall be in full force and effect.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions: (a) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) the Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing; (c) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the applicable Placement; (d) no stop order or suspension of trading shall have been imposed by the Nasdaq, the SEC or any other Governmental Authority with respect to the public trading in the Common Stock; (e) the Common Stock shall be listed on the Nasdaq; and (f) the Investor Rights Agreement (Agreement, as amended in by the form of Exhibit B hereto) IRA Amendment, shall be in full force and effect.

Conditions to the Obligations of the Investor. The obligations of the Investor to effect the a Closing shall be further subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the applicable Closing Date of the following conditions: (a) the representations and warranties of the Company set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the such Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) the Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the such Closing; (c) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the applicable Placement; (d) no stop order or suspension of trading shall have been imposed by the Nasdaq, the SEC or any other Governmental Authority with respect to the public trading in the Common Stock; (e) the Common Stock shall be listed on the Nasdaq; and (f) the Investor Rights Agreement (Agreement, as amended in by the form of Exhibit B hereto) IRA Amendment, shall be in full force and effect.

Conditions to the Obligations of the Investor. The obligations obligation of the Investor to effect purchase and pay for the Closing shall Shares to be further sold to such Investor is subject to the satisfaction (or waiverfulfillment to the Investor’s reasonable satisfaction, if permissible under applicable Law) on or prior to or at the Closing Date Closing, of the following conditions: (a) the representations and warranties of the Company set forth in this Agreement Section 3 shall (a) with respect to representations and warranties that contain a Material Adverse Effect or materiality qualification, be true and correct as of when made and at the date of this Agreement time of, and as of immediately after giving effect to, the Closing Date with the same effect as though made on and as of such date (except to the extent that any such representation and warranty expressly made speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure and (b) with respect to representations and warranties that do not contain a Material Adverse Effect or materiality qualification, be true and correct would notin all material respects when made and at the time of, individually or and immediately after giving effect to, the Closing (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in the aggregate, reasonably which case such representation and warranty shall be expected to have a Material Adverse Effect;true and correct as of such earlier date). (b) the Company shall have performed, satisfied and complied with or performed in all material respects its obligations with any and covenants all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with or performed by it pursuant to this Agreement at or prior to the Closingdate hereof; (c) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of any of the applicable Placement;transactions contemplated at the Closing; and (d) no stop order or suspension of trading shall have been imposed by the Nasdaq, the SEC or any other Governmental Authority with respect to the public trading in the Common Stock; (e) the Common Stock Shares shall be listed approved for listing on the Nasdaq; and (f) the Investor Rights Agreement (as amended in the form New York Stock Exchange, subject only to official notice of Exhibit B hereto) shall be in full force and effectissuance.