Common use of CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES Clause in Contracts

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's obligation to purchase the Series B Preferred Stock on each Closing Date is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The Purchaser shall have completed to its satisfaction its due diligence review of the Company, the Company's and Stronghold's business, assets and liabilities, and the Company shall have furnished to the Purchaser and its representatives, such information as may be reasonably requested by them. (b) The accuracy on each Closing Date of the representations and warranties of the Company contained in this Agreement as if made on such Closing Date, and the performance by the Company on or before the First Closing Date of all covenants and agreements of the Company required to be performed on or before the First Closing Date or such other Closing Date. (c) The Company shall have executed and delivered to the Purchaser the Series B Preferred Stock as scheduled in the Table of Closings in Section 1(c) with respect to each Closing Date. (d) On each Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (e) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of each Closing Date. (f) The Purchaser shall have received by the First Closing Date a legal opinion from Xxxx and Xxxx substantially in the form attached hereto as Exhibit D. (g) The Company shall have received a Closing Certificate substantially in the form attached hereto as Exhibit E. (h) At the time of the First Closing Date, the Company shall have reimbursed the Purchaser the expenses incurred in connection with the negotiation or performance of this Agreement pursuant to Section 7 hereof. (i) At the time of the First Closing Date, the Company shall have executed and delivered the Registration Rights Agreement and the Consulting Agreement to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's ’s obligation to purchase the Series B Preferred Common Stock on each the First Closing Date is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The Purchaser shall have completed to its satisfaction its due diligence review of the Company, the Company's and Stronghold's business, assets and liabilities, and the Company shall have furnished to the Purchaser and its representatives, such information as may be reasonably requested by them. (b) The accuracy on each the First Closing Date of the representations and warranties of the Company contained in this Agreement as if made on such the First Closing Date, and the performance by the Company on or before the First Closing Date of all covenants and agreements of the Company required to be performed on or before the First Closing Date or such other Closing Date. (cb) The Company shall have executed and delivered to the Purchaser the Series B Preferred Common Stock as scheduled in the Table of Closings in Section 1(c) with respect to each Closing Date. (dc) On each the First Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (ed) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of each the First Closing Date. (e) All the parties to the Lock-Up Agreements shall have executed and delivered such agreements as of the First Closing Date. (f) The Purchaser shall have received by the First Closing Date a legal opinion from Xxxx and Xxxx substantially in the form attached hereto as Exhibit D. (g) The Company shall have received a Closing Certificate substantially in the form attached hereto as Exhibit E. (h) At the time of the First Closing Date. (g) Prior to, or concurrent with, the execution of this Agreement, Datrek Acquisition, Inc., a wholly owned subsidiary of the Company, shall purchase Datrek’s assets (both tangible and intangible) and assume all third party liabilities of Datrek pursuant to that certain Asset Purchase Agreement (the “Datrek Asset Purchase Agreement”), dated as of October 15, 2004. (h) With respect to the First Closing Date only, the Company shall have reimbursed the Purchaser the expenses incurred in connection with the negotiation or performance of this Agreement pursuant to Section 7 6 hereof. (i) At the time of the First Closing Date, the Company shall have executed and delivered the Registration Rights Agreement and the Consulting Agreement to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's Purchasers' obligation to purchase the Series B Preferred Stock Shares on each the Closing Date is conditioned upon the satisfaction or waiver by the Purchasers of each of the following, unless waived in writing by the Purchaserfollowing conditions: (a) The Purchaser shall have completed to its satisfaction its due diligence review of the Company, the Company's and Stronghold's business, assets and liabilities, and the Company shall have furnished to the Purchaser and its representatives, such information as may be reasonably requested by them. (b) The accuracy on each the Closing Date of the representations and warranties of the Company contained in this Agreement as if made on such the Closing Date, and the performance by the Company on or before the First Closing Date of all covenants and agreements of the Company required to be performed on or before the First Closing Date or such other Closing Date. (cb) The Company shall have executed this Agreement and the Registration Rights Agreement and delivered same to the Purchaser Company. (c) On the Series B Preferred Stock as scheduled Closing Date, the Purchasers shall have received an opinion of counsel for the Company, dated the Closing Date, in the Table of Closings in Section 1(c) with respect to each Closing Dateform attached as Exhibit B hereto. (d) On each the Closing Date, the Purchaser Purchasers shall have received a certificate executed by the President or the Chief Executive Officer of the Company and by the Chief Financial Officer of the Company, stating that all of the representations and warranties of the Company set forth in this Agreement and the other Primary Documents are accurate as of the Closing Date and that the Company has performed all of its covenants and agreements required to be performed under this Agreement and the other Primary Documents on or before the Closing Date. (e) The Purchasers shall have received an incumbency certificate, dated the Closing Date, for the officers of the Company executing this Agreement, and any other documents or instruments delivered in connection with this Agreement at the Closing. (f) The Purchasers shall have received a certificate of the Secretary or Assistant Secretary of the Company, dated the Closing Date, as to the continued and valid existence of the Company, certifying the attached copy of the By-laws of the Company, the authorization of the execution, delivery and performance of the Primary Documents, and the resolutions adopted by the Board of Directors of the Company authorizing the actions to be taken by the Company contemplated by he Primary Documents. (g) The Purchasers shall have received a certified copy of the Articles of Incorporation of the Company as filed with the Secretary of State of the State of Delaware and any amendments thereto through the Closing Date. (h) The Purchasers shall have received from the Company such other certificates and documents as it they or its their representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the PurchaserPurchasers. (ei) All regulatory approvals No injunction, order, investigation, claim, action or filingsproceeding before any court or governmental body shall be pending or threatened wherein an unfavorable judgment, if anydecree or order would restrain, necessary to consummate impair or prevent the carrying out of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement shall have been made as of each Closing Dateor cause any such transaction to be rescinded. (f) The Purchaser shall have received by the First Closing Date a legal opinion from Xxxx and Xxxx substantially in the form attached hereto as Exhibit D. (gj) The Company shall have received a Closing Certificate substantially obtained in the form attached hereto as Exhibit E. writing or made all consents, waivers, approvals, orders, permits, licenses and authorizations of, any registrations, declarations, notices to and filings and applications with, any governmental authority or any other person or entity (h) At the time including, without limitation, securityholders and creditors of the First Closing Date, Company) required to be obtained or made in order to enable the Company shall have reimbursed the Purchaser the expenses incurred in connection to observe and comply with the negotiation or performance of all its obligations under this Agreement pursuant and to Section 7 hereofconsummate the transactions contemplated hereby. (i) At the time of the First Closing Date, the Company shall have executed and delivered the Registration Rights Agreement and the Consulting Agreement to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Each Purchaser's ’s obligation to purchase the Series B Preferred Stock Shares and the Warrant shall be subject to the satisfaction, on each or before the Closing Date is conditioned upon Date, of each of the followingfollowing conditions, unless waived in writing by provided that these conditions are for the Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion: (ai) The Purchaser receipt of a copy of this Agreement executed by the Company; (ii) evidence of instructions from the Company to the transfer agent for the Common Stock with respect to the issuance and delivery of one or more certificates representing the Shares; (iii) receipt of a copy of the Warrant in the form attached as Exhibit A, duly executed by the Company (with the original to be delivered within ten calendar days following the Closing Date); (iv) the Purchasers shall have completed agreed to its satisfaction its due diligence review purchase at least the Minimum Investment Amount; (v) the Company shall have delivered to the Purchasers a Compliance Certificate, executed by the Chief Executive Officer of the Company, dated as of the Company's and Stronghold's businessClosing Date, assets and liabilitiesto the effect that the conditions specified in subsections (vi), and (vii) of this Section 2(c) have been satisfied; (vi) the Company shall have furnished delivered to the Purchaser Purchasers a certificate of its Secretary certifying as to (A) the resolutions of the Board of Directors of the Company (the “Board”) approving this Agreement and its representativesthe transactions contemplated hereby, such information as may be reasonably requested including the actions required by them.the Company pursuant to this Section 2(c); and (B) good standing certificates with respect to the Company from the applicable authority(ies) in Delaware and any other jurisdiction in which the Company is qualified to do business dated a recent date before Closing; (bvii) The accuracy on each Closing Date of the representations and warranties of the Company contained in this Agreement shall be true, correct and complete as if made on of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be true, correct and complete as of such Closing Date, date) and the performance 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 on at or before prior to the First Closing Date Closing; (viii) no temporary restraining order, preliminary or permanent injunction or other order or decree, and no other legal restraint or prohibition, shall exist which questions the validity of all covenants and agreements this Agreement or the right of the Company required to be performed on or before the First Closing Date or such other Closing Date. (c) The Company shall have executed and delivered to the Purchaser the Series B Preferred Stock as scheduled in the Table of Closings in Section 1(c) with respect to each Closing Date. (d) On each Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Companyany Purchaser, as applicablethe case may be, in connection with the Primary Documents contemplated by to enter into this Agreement and or prevents or could reasonably be expected to prevent the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (e) All regulatory approvals or filings, if any, necessary to consummate consummation of the transactions contemplated by this Agreement Agreement, nor shall any proceeding have been made as of each Closing Date.commenced or threatened with respect to the foregoing; (fix) The Purchaser shall have received by the First Closing Date a legal opinion from Xxxx and Xxxx substantially in the form attached hereto as Exhibit D. (g) The Company shall have received a Closing Certificate substantially in the form attached hereto as Exhibit E. (h) At the time of the First Closing Date, the Company shall have reimbursed the Purchaser the expenses incurred in connection with the negotiation or performance of this Agreement pursuant to Section 7 hereof. (i) At the time of the First Closing Date, the Company shall have executed and delivered the Registration Rights Agreement in substantially the form attached as Exhibit B (the “Registration Rights Agreement”) covering the registration for resale by the Purchasers of the Shares and the Consulting Agreement Warrant Shares; (x) delivery of a legal opinion of Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, P.C., Company counsel, in form and substance reasonably satisfactory to the PurchaserPurchasers; and (xi) receipt of such other information, certificates and documents as the Purchasers may reasonably request.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's ’s obligation to purchase the Series B Preferred Stock on each Closing Date is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The Purchaser shall have completed to its satisfaction its due diligence review of the Company, the Company's ’s and Stronghold's ’s business, assets and liabilities, and the Company shall have furnished to the Purchaser and its representatives, such information as may be reasonably requested by them. (b) The accuracy on each Closing Date of the representations and warranties of the Company contained in this Agreement as if made on such Closing Date, and the performance by the Company on or before the First Closing Date of all covenants and agreements of the Company required to be performed on or before the First Closing Date or such other Closing Date. (c) The Company shall have executed and delivered to the Purchaser the Series B Preferred Stock as scheduled in the Table of Closings in Section 1(c) with respect to each Closing Date. (d) On each Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (e) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of each Closing Date. (f) The Purchaser shall have received by the First Closing Date a legal opinion from Xxxx and Xxxx substantially in the form attached hereto as Exhibit D. (g) The Company shall have received a Closing Certificate substantially in the form attached hereto as Exhibit E. (h) At the time of the First Closing Date, the Company shall have reimbursed the Purchaser the expenses incurred in connection with the negotiation or performance of this Agreement pursuant to Section 7 hereof. (i) At the time of the First Closing Date, the Company shall have executed and delivered the Registration Rights Agreement and the Consulting Agreement to the Purchaser.

CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SHARES. The Company understands that the Purchaser's ’s obligation to purchase the Series B Preferred Common Stock on each the First Closing Date is conditioned upon each of the following, unless waived in writing by the Purchaser: (a) The Purchaser shall have completed to its satisfaction its due diligence review of the Company, the Company's and Stronghold's business, assets and liabilities, and the Company shall have furnished to the Purchaser and its representatives, such information as may be reasonably requested by them. (b) The accuracy on each the First Closing Date of the representations and warranties of the Company contained in this Agreement as if made on such the First Closing Date, and the performance by the Company on or before the First Closing Date of all covenants and agreements of the Company required to be performed on or before the First Closing Date or such other Closing Date. (cb) The Company shall have executed and delivered to the Purchaser the Series B Preferred Common Stock as scheduled in the Table of Closings in Section 1(c) with respect to each Closing Date. (dc) On each the First Closing Date, the Purchaser shall have received from the Company such other certificates and documents as it or its representatives, if applicable, shall reasonably request, and all proceedings taken by the Company or the Board of Directors of the Company, as applicable, in connection with the Primary Documents contemplated by this Agreement and the other Primary Documents and all documents and papers relating to such Primary Documents shall be satisfactory to the Purchaser. (ed) All regulatory approvals or filings, if any, necessary to consummate the transactions contemplated by this Agreement shall have been made as of each the First Closing Date. (e) All the parties to the Lock-Up Agreements shall have executed and delivered such agreements as of the First Closing Date. (f) The Purchaser shall have received by the First Closing Date a legal opinion from Xxxx and Xxxx substantially in the form attached hereto as Exhibit D. (g) The Company shall have received a Closing Certificate substantially in the form attached hereto as Exhibit E. (h) At the time of the First Closing Date. (g) Prior to, or concurrent with, the execution of this Agreement, Datrek Acquisition, Inc., a wholly owned subsidiary of the Company, shall purchase Datrek’s assets (both tangible and intangible) and assume all third party liabilities of Datrek pursuant to that certain Asset Purchase Agreement (the “Datrek Asset Purchase Agreement”), dated as of October , 2004. (h) With respect to the First Closing Date only, the Company shall have reimbursed the Purchaser the expenses incurred in connection with the negotiation or performance of this Agreement pursuant to Section 7 6 hereof. (i) At the time of the First Closing Date, the Company shall have executed and delivered the Registration Rights Agreement and the Consulting Agreement to the Purchaser.