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

Conditions to the Obligations of the Investors. The obligations of the Investors 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 (and on the Closing Date the Company shall deliver to the Investors an officer’s certificate confirming the satisfaction of each of the conditions below): (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 Change; (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 issuance and sale of the Private Placement Amount; (d) no stop order or suspension of trading shall have been imposed by the NYSE, the SEC or any other Governmental Authority with respect to the public trading in the Common Stock; and (e) the Certificate of Designations shall have been filed with the State of Delaware.

Conditions to the Obligations of the Investors. The obligations of the Investors an Investor to effect the Closing shall be further subject to the satisfaction (or waiver, waiver if permissible under applicable Law) ), on or prior to the Closing Date Date, of the following conditions (and on the Closing Date the Company shall deliver to the Investors an officer’s certificate confirming the satisfaction of each of the conditions below):conditions: (a) the representations and warranties of the Company set forth in this Agreement shall be true and correct (disregarding all qualifications or limitations as to “materiality”, “Material Adverse Effect” and words of similar import) 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 ChangeEffect; (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 issuance Purchase and sale the consummation of the Private Placement Amount;Transactions, all of which shall be in full force and effect; and (d) no stop order or suspension of trading shall have been imposed by the NYSE, the SEC or any other Governmental Authority solely with respect to the public trading obligations of Instrumentarium Holdings, Inc., the Letter of Intent, or, if a definitive agreement resulting from the Letter of Intent is executed prior to the Closing, such definitive agreement, shall be in the Common Stock; and (e) the Certificate of Designations shall have been filed with the State of Delawarefull force and effect.

Conditions to the Obligations of the Investors. The obligations of the Investors each 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 (and on the Closing Date the Company shall deliver to the Investors an officer’s certificate confirming the satisfaction of each of the conditions below):conditions: (a) the representations and warranties of the Company set forth contained in this Agreement shall be true and correct as of the date of this Agreement hereof and as of the Closing Registration Effective 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 to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (b) 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; (c) the Company Investors shall have obtained any and all consentsreceived a certificate, permits, approvals, registrations and waivers necessary for consummation signed by an officer of the issuance Company, certifying as to the matters set forth in Sections 5.3(a) and sale of the Private Placement Amount5.3(b); (d) no stop order or suspension since the date of trading this Agreement, there shall not have been imposed by the NYSE, the SEC any Material Adverse Effect or any other Governmental Authority with respect to the public trading effect that would, individually or in the Common Stockaggregate, have or reasonably be expected to have a Material Adverse Effect; and (e) the Certificate of Designations Investors shall have been filed with received a registration rights agreement substantially in the State form of DelawareAnnex A hereto, duly executed by the Company (the "Registration Rights Agreement").

Conditions to the Obligations of the Investors. The obligations obligation of the Investors to effect consummate the Closing shall be further transactions contemplated by this Agreement is subject to the satisfaction (or waiver, if permissible under applicable Law) on or prior to the Closing Date of the following conditions (and on the Closing Date the Company shall deliver to the Investors an officer’s certificate confirming the satisfaction of each of the conditions below):following conditions: (ai) The Certificate of Designation, substantially in the form of Exhibit A hereto, shall have been filed with the Delaware Secretary of State; and a certified copy thereof shall have been delivered to the Investors. (ii) A Registration Rights Agreement, substantially in the form of Exhibit B hereto, shall have been executed by the Company and delivered to each of the Investors. (iii) The representations and warranties of the Company set forth in this Agreement Section 3 hereof shall be true and correct as of the date of this Agreement in all material respects when made and as of the Closing Effective Date with the same effect as though made on at and as of such date (except to date, and the extent expressly made as Investors shall have received a certificate of an earlier date, in which case as officer of the Company to 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 Change;effect. (biv) the The Company shall have complied with or performed in all material respects its obligations all covenants and covenants agreements required to be complied with or performed by it pursuant to under this Agreement at on or prior to the Closing;Effective Time, and the Investors shall have received a certificate of an officer of the Company to such effect. (cv) the The Company shall have obtained any and all consentsRequired Approvals, permitsprovided, approvals, registrations and waivers necessary for consummation of however that the issuance and sale of Company shall not be required to have made the Private Placement Amount;filings with the Commission pursuant to the Registration Rights Agreement. (dvi) no stop order or suspension of trading The Company’s counsel shall have been imposed delivered to each Investor a legal opinion in a form reasonably satisfactory to the Investors; provided, this condition shall be deemed satisfied upon delivery and release of signature pages to this Agreement by the NYSE, the SEC or any other Governmental Authority with respect to the public trading in the Common Stock; and (e) the Certificate of Designations shall have been filed with the State of DelawareInvestors.