Common use of Conditions to The Purchaser’s Obligation to Purchase Clause in Contracts

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion: (a) to the Purchaser duly executed Notes (in such denominations as the Purchaser shall request) and Warrants in accordance with Section 1(a) above. (b) The representations and warranties of the Company shall be true and correct in all material respects, and the 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 at or prior to the Closing Date. (c) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser Purchasers hereunder to purchase the Notes and Warrants at Notes, on the Closing Date, is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for such Purchaser’s the Purchasers’ sole benefit and may be waived by such Purchaser the Purchasers at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to the Purchaser. (b) The Company shall have delivered to the Purchaser the duly executed Notes (in such denominations as the Purchaser Purchasers shall request) request and Warrants in accordance with Section 1(a) above1.2. (bc) The representations and warranties of the Company shall be true and correct in all material respectsrespects as of the date when made and as of each Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the 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 at or prior to the each Closing Date. (cd) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Notes Note and Warrants Warrant at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion: (a) to the Purchaser a duly executed Notes Note (in such denominations as the Purchaser shall request) and Warrants Warrant in accordance with Section 1(a) above. (b) The representations and warranties of the Company shall be true and correct in all material respects, and the 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 at or prior to the Closing Date. (c) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Purchaser’s Obligation to Purchase. The obligation obligations of the Purchaser hereunder to purchase the Notes and Warrants at the Closing is are subject to the satisfaction, at on or before the Closing Date Closing, unless otherwise specified, of each of the following conditions, provided that these conditions are for such Purchaser’s the sole benefit of the Purchaser and may be waived by such the Purchaser at any time in its sole discretion: (a) to the Purchaser duly : The Company shall have executed Notes (in such denominations as the Purchaser shall request) and Warrants in accordance with Section 1(a) above. (b) this Agreement. The representations and warranties of the Company shall be true and correct in all material respects, respects as of the Closing (except for representations and the warranties that speak as of a specific date). The 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 at or prior to the Closing Date. (c) Closing. The Purchaser may require a certificate, executed by the Chief Executive Officer of the Company, dated as of the Closing, to the foregoing effect and as to such other matters as may be reasonably requested by the Purchaser. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-self regulatory organization having authority over the matters contemplated hereby which restricts or prohibits the consummation of any of the transactions contemplated by this Agreementherein. All consents, approval, authorizations and orders required to be obtained and all registrations, filings and notices required to be made with or given to any regulatory authority or person as provided herein shall have been made.

Conditions to The Purchaser’s Obligation to Purchase. The obligation obligations of the Purchaser hereunder to purchase the Notes Series C Preferred Stock and the Warrants at the Closing is subject to the satisfaction, at or before the Closing Date Date, of each of the following conditions, provided that these conditions are for such the Purchaser’s 's sole benefit and may be waived by such the Purchaser at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have executed each of this Agreement and the Registration Rights Agreement, and delivered the same to the Purchaser duly executed Notes (in such denominations as the Purchaser shall request) and Warrants in accordance with Section 1(a) abovePurchaser. (bii) The representations and warranties Certificate of Designations shall have been filed with the Secretary of State of the Company shall be true and correct in all material respectsState of Delaware, and a copy of the Company Certificate of Designations that has been certified by such Secretary of State 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 at or prior been delivered to the Closing DatePurchaser. (ciii) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement or the Registration Rights Agreement.

Conditions to The Purchaser’s Obligation to Purchase. The Company understands that the Purchaser’s obligation to purchase any Securities and its acceptance of any shares of the Purchaser hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided Company’s Common Stock that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at issued in connection with any time in its sole discretionagreements between the parties hereto on a closing date is conditioned upon: (a) a. The execution and delivery of this Agreement and the other Transaction Documents by the Company; b. Delivery by the Company to the Purchaser duly executed Notes (in such denominations as of the Purchaser shall request) and Warrants Shares on the applicable closing date in accordance with Section 1(a) above.this Agreement or any other agreements between the parties; (b) c. The accuracy in all material respects on the applicable closing date of the representations and warranties of the Company shall be true and correct contained in all material respectsthis Agreement, each as if made on such date, and the 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 performance by the Company at on or prior before such date of all covenants and agreements of the Company required to the Closing Date.be performed on or before such date; (c) No litigationd. There shall not be in effect any law, statute, rule, regulation, executive order, decree, ruling rule or injunction shall have been enacted, entered, promulgated regulation prohibiting or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of restricting the transactions contemplated by this Agreementhereby, or requiring any consent or approval which shall not have been obtained; e. From and after the date hereof to and including the applicable closing date, each of the following conditions will remain in effect: 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.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Notes and Warrants at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for such Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion: (a) to the such Purchaser duly executed Notes (in such denominations as the Purchaser shall request) and Warrants in accordance with Section 1(a1(b) above. (b) The representations and warranties of the Company shall be true and correct in all material respects, and the 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 at or prior to the Closing Date. (c) No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.