Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation to purchase any Notes and its acceptance of any shares of the Company's common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon: a. The execution and delivery of this Agreement and the other Transaction Documents by the Company; b. Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties; c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired to be performed on or before such date; d. The Company must be current with all required Exchange Act filings. e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and f. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii ) no minim um prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 11 contracts
Samples: Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.)
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation to purchase any Notes and its acceptance of any shares of the Company's common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:
a. The execution and delivery of this Agreement and the other Transaction Documents by the Company;
b. Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties;
c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. The Company must be current with all required Exchange Act filings.
e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
f. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii ) no minim um prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 9 contracts
Samples: Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.)
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's ’s obligation to purchase any Notes and its acceptance of any shares of the Company's ’s common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:
a. The execution and delivery of this Agreement and the other Transaction Documents by the Company;
b. Delivery by the Company to the Purchaser of the Note Certificates in accordance with this Agreement or any other agreements between the parties;
c. The execution and delivery of the Warrants;
d. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. e. The Company must be current with all required Exchange Act filings.
e. f. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
f. g. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii iii) no minim um minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 6 contracts
Samples: Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.), Purchase Agreement (Lithium Exploration Group, Inc.)
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation to purchase any Notes each Note and its acceptance of any shares of the Company's common stock Common Stock that may be issued in connection with any agreements between the parties hereto on a each Closing Date is conditioned upon:
a. (a) The execution and delivery of this Agreement and the other Transaction Documents by the Company;
b. (b) Delivery by the Company to the Purchaser of the Note Certificates in accordance with this Agreement or any other agreements between the parties;
c. (c) The execution and delivery of the Security Agreement and UCC-1 Financing Statement on certain of the Company's assets;
(d) The Note to be issued shall be senior to all other debt of the Company, other than previously issued notes (as disclosed in Schedule 2);
(e) The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. (f) The Company must be current with all required Exchange 1934 Act filings.;
e. (g) There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions Transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
f. (h) From and after the date hereof to and including the each Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii ) no minim um prices shall been established for securities traded on the Principal Trading Marketsuspended; and (iviii) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 2 contracts
Samples: Purchase Agreement (Trident Brands Inc), Purchase Agreement (Trident Brands Inc)
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's obligation to purchase any Notes the Shares on the Closing Date and its acceptance of any shares of the Company's common stock that may be issued in connection with any agreements between the parties hereto on a Closing each subsequent Installment Payment Date is conditioned upon:
a. The execution and delivery of this Agreement and the other Transaction Documents Agreements by the Company;
b. Delivery by the Company to the Purchaser Escrow Agent of the Note Certificates in accordance with this Agreement or any other agreements between the partiesAgreement;
c. The accuracy in all material respects on the Closing Payment Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, Agreement and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. The Company must be current with all required Exchange Act filings.On the Closing Date, the Purchaser shall have received an opinion of counsel for the Company, dated as of the Closing Date, in form, scope and substance reasonably satisfactory to the Purchaser, substantially to the effect set forth in Annex IV attached hereto;
e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
f. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; and (iii iii) no minim um minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 1 contract
Samples: Securities Purchase Agreement (Provectus Pharmaceuticals Inc)
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's ’s obligation to purchase any Notes and its acceptance of any shares of the Company's ’s common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:
a. The execution and delivery of this Agreement and the other Transaction Documents by the Company;
b. Delivery by the Company to the Purchaser of the Note and Warrants in accordance with this Agreement or any other agreements between the parties;
c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. The Company must be current with all required Exchange Act filings.
e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
f. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii iii) no minim um minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 1 contract
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's ’s obligation to purchase any Notes the Securities and its acceptance of any shares of the Company's ’s common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:
a. The execution and delivery of this Agreement and the other Transaction Documents by the Company;
b. Delivery by the Company to the Purchaser of the Note Securities in accordance with this Agreement or any other agreements between the parties;
c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. The Company must be current with all required Exchange 1934 Act filings.;
e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
f. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii iii) no minim um minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 1 contract
Samples: Purchase Agreement (Inergetics Inc)
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's ’s obligation to purchase any Notes Securities and its acceptance of any shares of the Company's common stock ’s Common Stock that may be issued in connection with any agreements between the parties hereto on a Closing Date closing date is conditioned upon:
a. The execution and delivery of this Agreement and the other Transaction Documents by the Company;
b. Delivery by the Company to the Purchaser of the Note Shares and the Warrants on the applicable closing date in accordance with this Agreement or any other agreements between the parties;
c. The accuracy in all material respects on the Closing Date applicable closing date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. The Company must be current with all required Exchange Act filings.
e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and;
f. e. From and after the date hereof to and including the Closing Dateapplicable closing date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii ) no minim um prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company; and
f. For additional closing, the Company shall satisfy the conditions from (a) to (e) above.
Appears in 1 contract
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's ’s obligation to purchase any Notes and its acceptance of any shares of the Company's ’s common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:
a. The execution and delivery of this Agreement and the other Transaction Documents by the Company;
b. Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties;
c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. The Company must be current with all required Exchange Act filings.
e. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
f. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii iii) no minim um minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 1 contract
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's ’s obligation to purchase any Notes the Note and the Warrant and its acceptance of any shares of the Company's ’s common stock that may be issued in connection with any agreements between the parties hereto on a Closing Date is conditioned upon:
a. The execution and delivery of this Agreement Agreement, the Note, the Warrant and each of the other Transaction Documents by the Company;
b. Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties;
c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. c. The Company must be current with all required Exchange Act filings.
e. d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and
f. e. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii iii) no minim um minimum prices shall been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.
Appears in 1 contract
Samples: Purchase Agreement (Lithium Exploration Group, Inc.)
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's ’s obligation to purchase any Notes the Note and its acceptance of any shares of the Company's common stock ’s Common Stock that may be issued in connection with any agreements between the parties hereto on a Closing Date Note and the Warrants is conditioned upon:: Purchaser Initial: _/s/ JF_____
a. The execution and delivery of this Agreement Agreement, the Note and the other Transaction Documents by the Company, including the Transfer Agent Instruction;
b. Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties;
c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. c. The Company must be current with all required Exchange Act filings.
e. d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions Transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and;
f. e. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii iii) no minim um minimum prices shall have been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.; and
Appears in 1 contract
Samples: Security Purchase Agreement (Blue Water Global Group, Inc.)
Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser's ’s obligation to purchase any Notes the Note and its acceptance of any shares of the Company's common stock ’s Common Stock that may be issued in connection with any agreements between the parties hereto on a Closing Date Note is conditioned upon:
a. The execution and delivery of this Agreement Agreement, the Note and the other Transaction Documents by the Company, including the Transfer Agent Instruction;
b. Delivery by the Company to the Purchaser of the Note in accordance with this Agreement or any other agreements between the parties;
c. The accuracy in all material respects on the Closing Date of the representations and warranties of the Company contained in this Agreement, each as if made on such date, and the performance by the Company on or before such date of all covenants and agreements of the Company req uired required to be performed on or before such date;
d. c. The Company must be current with all required Exchange Act filings.
e. d. There shall not be in effect any law, rule or regulation prohibiting or restricting the transactions Purchaser Initial: ______ Company Initial: _____ Transactions contemplated hereby, or requiring any consent or approval which shall not have been obtained; and;
f. e. From and after the date hereof to and including the Closing Date, each of the following conditions will remain in effect: (i) the trading of the Common Stock shall not have been suspended by the SEC or on the Principal Trading Market; (ii) trading in securities generally on the Principal Trading Market shall not have been suspended or limited; (iii iii) no minim um minimum prices shall have been established for securities traded on the Principal Trading Market; and (iv) there shall not have been any Material Adverse Effect in regards to the Company.; and
Appears in 1 contract
Samples: Security Purchase Agreement (Blue Water Global Group, Inc.)
