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 Shares 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 the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement. (b) The Company shall have executed the Registration Rights Agreement. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that 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 Closing Date. (d) The Purchaser shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit A attached hereto.

Conditions to The Purchaser’s Obligation to Purchase. 5.1 The obligation of The each Purchaser hereunder to purchase the Shares at the Closing is subject to the satisfaction, at on or before the Closing Date, of each of the following conditions, provided that these conditions are for the each Purchaser's sole benefit and may be waived by the applicable Purchaser at any time in its sole discretiondiscretion by providing the Company with prior written notice thereof: (a) The Company shall have executed this Agreementeach of the Transaction Documents, and delivered the same to the Purchaser. (b) The Company shall have executed the Registration Rights Agreement. (c) The representations and warranties of the Company contained herein shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied, satisfied and complied in all material respects with the covenants, agreements, agreements and conditions required by this the Agreement to be performed, satisfied, satisfied or complied with by the Company at or prior to the Closing Date. (c) The Board of Directors of the Company shall have adopted the Resolutions. (d) The Purchaser Company shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory delivered to the Purchaser and in substantially such other documents relating to the form of Exhibit A attached heretotransactions contemplated by the Transaction Documents as the Purchaser or its counsel may reasonably request.