Common use of Purchaser’s Conditions to Close Clause in Contracts

Purchaser’s Conditions to Close. The obligations of Purchaser under this Agreement are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, but compliance with any or all of any such conditions may be waived, in writing, by Purchaser: (a) The representations and warranties of the Sellers and the Company contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); provided, however, that no representation or warranty of the Sellers or the Company (other than the representations and warranties set forth in Sections 4.2, 4.3(a), 4.5(a), 5.1, 5.2(a) and 5.5, which shall be true and correct in all respects other than de minimis inaccuracies) shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of the Company, constitutes a Material Adverse Effect; provided further, that for purposes of determining whether a representation or warranty is true and correct for purposes of this Section 7.2(a) (except with respect to the representations and warranties set forth in Sections 4.2, 4.3(a), 4.5(a), 5.1, 5.2(a) and 5.5), any qualification or exception for, or reference to, materiality (including the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect,” “Seller Material Adverse Effect” or similar terms or phrases) in any such representation or warranty shall be disregarded; (b) The Company and the Sellers shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement and satisfied all the conditions required by this Agreement to be performed or complied with or satisfied by it or them at or prior to the Closing Date; (c) No Governmental Entity in the United States shall have (i) enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that has the effect of making the Contemplated Transactions illegal or otherwise prohibiting the consummation of the Contemplated Transactions, or (ii) instituted any Legal Proceeding seeking to require a Purchaser Burdensome Condition which has not been dismissed, withdrawn or otherwise terminated; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Contemplated Transactions under the HSR Act shall have expired or been terminated; (e) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect; and (f) Purchaser shall have received the items set forth in Section 8.1.

Purchaser’s Conditions to Close. The respective obligations of Purchaser under this Agreement the Purchasers hereunder in connection with the Closing are subject to the satisfaction following conditions being met or waived by Purchasers purchasing at least 70% of the Units at Closing: (i) (A) the accuracy in all material respects when made of the representations and warranties of the Company contained herein, (B) the accuracy in all material respects of the representations and warranties of the Company contained in Sections 3.1(a)—(f) and (s) on the Closing Date and (C) the accuracy of the representations and warranties of the Company contained in Sections 3.1(g)—(r) on the Closing Date, except where any inaccuracies in the representations and warranties in Sections 3.1(g)—(r) do not constitute a Material Adverse Effect; (ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date of each shall have been performed; (iii) the delivery by the Company of the following conditions, but compliance with any or all of any such conditions may be waived, items set forth in writing, by Purchaser:Section 2.2(a); (aiv) The representations and warranties of the Sellers and the Company contained in this Agreement shall be true and correct as of since the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date execution of this Agreement Agreement, no event or another date series of events shall have occurred that has had or would reasonably be true and correct as of such date)expected to have a Material Adverse Effect with respect to the Company; provided, however, that no representation event, change or warranty effect to the extent arising out of, resulting from or attributable to any of the Sellers or the Company (other than the representations and warranties set forth in Sections 4.2, 4.3(a), 4.5(a), 5.1, 5.2(a) and 5.5, which shall be true and correct in all respects other than de minimis inaccuracies) following shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of to constitute, nor be taken into account in determining whether any fact, event or circumstance inconsistent with such representation series of events shall have occurred that has had or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of the Company, constitutes would reasonably be expected to have a Material Adverse Effect; provided further, that for purposes of determining whether a representation or warranty is true and correct for purposes of this Section 7.2(a) (except Effect with respect to the representations and warranties set forth Company: (A) changes in Sections 4.2the Company’s industry or the overall economy, 4.3(a)the securities markets, 4.5(a), 5.1, 5.2(a) and 5.5), any qualification financial markets or exception for, or reference to, materiality (including the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect,” “Seller Material Adverse Effect” or similar terms or phrases) in any such representation or warranty shall be disregarded; (b) The Company and the Sellers shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement and satisfied all the conditions required by this Agreement to be performed or complied with or satisfied by it or them at or prior to the Closing Date; (c) No Governmental Entity in capital markets of the United States shall have or worldwide generally; (iB) enactedgeneral worldwide economic, issued, promulgated, enforced business or entered political conditions; (C) any Law act of war (whether temporaryor not declared), preliminary sabotage, terrorism, military action or permanentthe escalation thereof; (D) that has any change in accounting requirements or principles or any change in applicable laws, rules or regulations, provided such change is not applicable solely to the Company; (E) any event, change or effect resulting from the announcement of making this Agreement in compliance with the Contemplated Transactions illegal or otherwise prohibiting the consummation terms of this Agreement, and/or pendency of the Contemplated Transactionstransactions contemplated by this Agreement; (F) earthquakes, hurricanes, floods or other natural disasters; (iiG) instituted any Legal Proceeding seeking failure, in and of itself, by the Company to require a Purchaser Burdensome Condition which has not been dismissedmeet any internal or published financial projections, withdrawn predictions, estimates or otherwise terminated; (d) Any waiting expectations for any period (and any extension thereof) applicable to the consummation of the Contemplated Transactions under the HSR Act shall have expired ending on or been terminated; (e) Since after the date of this Agreement; (H) actions taken or the failure to take action as a result of the covenants or restrictions set forth in this Agreement (I) continued losses from operations or decreases in cash balances of the Company, there in either case incurred in or resulting from the ordinary course of the Company’s business; (J) any decline in the trading price of the Common Stock; or (K) any event, change or effect relating to the review of the Commission or the Trading Market of the transactions contemplated by this Agreement, including, without limitation, the Proxy Statement and the additional listing application relating to the Securities, except, in case of clause (A), (B), (C) or (D), to the extent that such change, effect, event, matter, occurrence or state of facts has a materially disproportionate effect on the Company relative to similarly-situated companies in the industry in which the Company operates; (v) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Commission; (vi) the Common Stock shall be registered under the Exchange Act and, as of the Closing Date, the Common Stock shall be listed and admitted and authorized for trading on the Trading Market, and, upon request, reasonably satisfactory evidence of such actions shall have been provided to counsel to the Purchasers; (vii) the Company shall have taken no action designed to, or reasonably likely to have the effect of terminating the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market, nor shall the Company have received any written information from the Commission or the Trading Market, as applicable, suggesting that the Commission or the Trading Market, as applicable, is contemplating terminating such registration or listing; (viii) from the date hereof to the Closing Date, trading in the Common Stock shall not have occurred been suspended by the Commission or the Trading Market (except for (A) any Material Adverse Effectsuspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing and (B) any suspension of trading in securities generally as reported by Bloomberg L.P.); (ix) no action shall have been taken and no statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the Transaction Documents; and (fx) Purchaser approval of ILUVIEN shall not have received been revoked in any jurisdiction in which such drug was, as of the items set forth in Section 8.1date hereof, approved and authorized by the proper governmental authority for sale and distribution.

Purchaser’s Conditions to Close. The obligations of Purchaser under this Agreement are subject to the satisfaction on or prior to the Closing Date of each of the following conditions, but compliance with any or all of any such conditions may be waived, in writing, by Purchaser: : (a) The representations and warranties of the Sellers and the Company contained in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except that representations and warranties that by their terms speak specifically as of the date of this Agreement or another date shall be true and correct as of such date); provided, however, that no representation or warranty of the Sellers or the Company (other than the representations and warranties set forth in Sections 4.2, 4.3(a), 4.5(a), 5.1, 5.2(a) and 5.5, which shall be true and correct in all respects other than de minimis inaccuracies) shall be deemed untrue or incorrect for purposes hereunder as a consequence of the existence of any fact, event or circumstance inconsistent with such representation or warranty, unless such fact, event or circumstance, individually or taken together with all other facts, events or circumstances inconsistent with any representation or warranty of the Company, constitutes a Material Adverse Effect; provided further, that for purposes of determining whether a representation or warranty is true and correct for purposes of this Section 7.2(a) (except with respect to the representations and warranties set forth in Sections 4.2, 4.3(a), 4.5(a), 5.1, 5.2(a) and 5.5), any qualification or exception for, or reference to, materiality (including the terms “material,” “materially,” “in all material respects,” “Material Adverse Effect,” “Seller Material Adverse Effect” or similar terms or phrases) in any such representation or warranty shall be disregarded; ; (b) The Company and the Sellers shall have performed and complied in all material respects with all the covenants and agreements contained in this Agreement and satisfied all the conditions required by this Agreement to be performed or complied with or satisfied by it or them at or prior to the Closing Date; ; (c) No Governmental Entity in the United States shall have (i) enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) that has the effect of making the Contemplated Transactions illegal or otherwise prohibiting the consummation of the Contemplated Transactions, or (ii) instituted any Legal Proceeding seeking to require a Purchaser Burdensome Condition which has not been dismissed, withdrawn or otherwise terminated; ; (d) Any waiting period (and any extension thereof) applicable to the consummation of the Contemplated Transactions under the HSR Act shall have expired or been terminated; ; (e) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect; and and (f) Purchaser shall have received the items set forth in Section 8.1. - 46 - 7.3.