The Sellers’ Obligations in Relation to the Conduct of Business Sample Clauses

The Sellers’ Obligations in Relation to the Conduct of Business. Without prejudice to Clause 5.1, the Sellers shall between the date of this Agreement and Closing procure that each Group Company: 5.2.1 shall in all material respects carry on its business as a going concern in the ordinary course as carried on prior to the date of this Agreement; 5.2.2 without prejudice to the generality of Clause 5.2.1, shall not, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed: (i) enter into any agreement or incur any commitment involving any capital expenditure in excess of SEK 1,250,000 per item and SEK 5,000,000 in aggregate, in each case exclusive of value added tax; (ii) enter into or amend any agreement or commitment which is not capable of being terminated without compensation at any time with twelve months’ notice or less or which is not in the ordinary course of business or which involves or may involve total annual expenditure in excess of SEK 1,250,000, exclusive of value added tax; (iii) acquire or dispose of, or agree to acquire or dispose of any material asset involving consideration, expenditure or liabilities in excess of SEK 1,000,000, exclusive of value added tax other than in the ordinary course of business; (iv) acquire or dispose of, or agree to acquire or dispose of, any share, shares or other interest in any company, partnership or other venture, other than as ordinary cash management; (v) incur any additional borrowings or incur any other indebtedness, in each case in excess of SEK 1,000,000 exclusive of value added tax; (vi) allot, issue, redeem or repurchase any shares, options, warrants, conversion or offer rights to purchase shares of any Group Company or any securities convertible into or exchangeable for such shares; (vii) declare, make or pay any dividend or other distribution to shareholders; (viii) make any change to the articles of association or other constitutional documents in the Company; or (ix) give notice of termination to any Key Employee or enter into employment agreement with any person on terms and conditions similar to the terms and conditions for a Key Employee.
Sample 1
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The Sellers’ Obligations in Relation to the Conduct of Business. The Seller shall procure that, between the date of this Agreement and Closing, the Company: 5.1.1 shall carry on its business as a going concern in the ordinary course, save in so far as consented to in writing by the Purchaser, such consent not to be unreasonably withheld or delayed; 5.1.2 shall maintain in force all existing insurance policies in all material respects on the same terms and similar level of cover prevailing at the date of this Agreement for the benefit of the Company; 5.1.3 without prejudice to the generality of Clause 5.1.1, shall not without the prior written notice to the CEO and CFO of the Purchaser, followed by the written consent of either the CEO or CFO of the Purchaser (such consent not to be unreasonably withheld or delayed): (i) dispose of, or agree to dispose of, any material asset, or enter into any other contract, commitment or arrangement involving consideration, expenditure or liabilities in excess of EUR 50,000 in any one year, exclusive of VAT; (ii) acquire or agree to acquire any share, shares or other interest in any company, partnership or other venture; (iii) create, allot or issue, or grant an option to subscribe for, the registered capital of the Company, or agree to do any of the foregoing; (iv) enter into any merger, consolidation or sale of all or substantially all of its assets; (v) amend its constitutional documents except as required by law; (vi) amend or terminate the terms of employment of any of its managing directors, officers or employees (other than in the usual course of its business) or agree to pay any bonus to any such person which is payable at or upon Closing; (vii) enter into any retirement, profit sharing or share incentive scheme for the benefit of its directors, statutory managers or employees or vary any existing scheme in any material respect; (viii) employ any new managing director, officer or management employee; (ix) commence or settle any material litigation involving the Company; (x) amend, or agree to amend, the terms of any borrowing or Debt or create, incur, or agree to create or incur, any borrowing or Debt; (xi) amend in any material respect or terminate any Material Contract; (xii) create, or agree to create, any Encumbrance over any of its assets or redeem, or agree to redeem, any existing Encumbrance over any of its assets; or (xiii) take any action or enter into any transaction that could reasonably be expected to result in a material breach of any of the Seller’s Warranties. As...
Sample 1
The Sellers’ Obligations in Relation to the Conduct of Business. Except (a) as may be required (i) to give effect to and comply with this Agreement or any law or regulation; or (ii) to implement or complete the Pre-Sale Reorganisation; or (iii) to implement any permitted action set out in Schedule 14; or (iv) to comply with the provisions of the TCA or, if Completion does not occur prior to 1 October 2006, to amend the provisions of the TCA to reflect such fact; or (v) to respond to a genuine emergency in circumstances where the prior written consent of the Purchaser cannot reasonably be obtained, or (b) in so far as the Purchaser has given its written consent (such consent not to be unreasonably withheld or delayed), each of the Sellers undertakes to procure that between the date of this Agreement and Completion, each Group Company: 5.1.1 shall carry on, and only carry on, the business of the Hotels as a going concern, in the ordinary course and in all material respects as carried on prior to the date of this Agreement; 5.1.2 shall maintain in force all existing insurance policies in all material respects on the same terms and substantially similar or better level of cover prevailing at the date of this Agreement for the benefit of the Group Companies and shall notify the Purchaser of any individual claims made in excess of €100,000 and of any claims which, in aggregate, exceed €1,000,000; 5.1.3 shall not act or omit to act so as to give rise to (a) any material breach of its obligations under any Lease or Letting Document or (b) any breach of its obligations under any Lease or Letting Document which would have a material adverse effect thereon, save that, for the purposes of this Clause 5.1.3, existing breaches which are disclosed in the Disclosure Letter in the section headed “Specific Disclosures” shall, to such extent, be disregarded; 5.1.4 shall ensure that the Hotels and the Group Companies are operated in compliance, in all material respects, with the laws applicable to the operation of the Hotels and/or the Group Companies, save that, for the purposes of this Clause 5.1.4, existing non-compliance disclosed in the Disclosure Letter in the section headed “Specific Disclosures” shall, to such extent, be disregarded; 5.1.5 shall not undertake (or agree to undertake) any act or omission which would result in any of the statements made in paragraphs 1.1.11 and/or 1.1.12 of Schedule 7 being or becoming untrue or inaccurate at any time between the date of this Agreement and Completion; 5.1.6 shall use all reasonable en...
Sample 1
The Sellers’ Obligations in Relation to the Conduct of Business. 5.1.1 The Seller undertakes to procure that between the date of this Agreement and Closing, each Group Company shall carry on its business as a going concern in the ordinary course as carried on prior to the date of this Agreement, save with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. 5.1.2 Without prejudice to the generality of Clause 5.1.1 and subject to Clause 5.2, the Seller undertakes to procure that, between the date of this Agreement and Closing, each Group Company shall not without the prior written consent of the Purchaser, such consent not to be unreasonably withheld, conditioned or delayed: (a) dispose of or grant any option in respect of any material part of its assets, or acquire any assets, in each case involving consideration, expenditure or liabilities in excess of €250,000; (b) make any material change in the nature or scope of its business; (c) enter into, modify or terminate any material contract or any contract affecting a material part of its business in a manner which is material to the Group or enter into any unusual or onerous contract, in each case having an annual value in excess of €250,000; (d) discontinue or cease to operate all or a material part of its business; (e) refinance, terminate, cancel, prepay, assign, waive or amend in any material manner the terms of, any existing financing facilities, or enter into any new financing facilities;
Sample 1
The Sellers’ Obligations in Relation to the Conduct of Business. 6.1.1 The Sellers undertake to procure that between the date of this Agreement and Closing each Material Subsidiary shall carry on its business in the ordinary and usual course in all material respects as carried on prior to the date of this Agreement, save in so far as agreed in writing by the Purchaser, such consent not to be unreasonably withheld or delayed (including in relation to the preservation and protection of its business and assets; the management of risk; the operation of its systems, controls and operating procedures; the overseeing and implementation of its investment, gearing and funding operations and activities; the development and marketing of its products; the application and development of its credit policies and controls; and the operation of its IT and communications systems). 6.1.2 EIL undertakes to procure that, between the date of this Agreement and Closing, the relevant body of any Material Subsidiary shall not, outside the ordinary course, without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) adopt any resolutions granting consent to: (i) enter into any agreement or incur any commitment involving any capital expenditure in excess of €7,500,000 (exclusive of VAT) in respect of any individual commitment or in excess of €30,000,000 in aggregate; (ii) create, or agree to create, any Encumbrance over any fixed asset of a Material Subsidiary of a value exceeding €7,500,000; or (iii) cease to conduct its business in all material respects in accordance with all applicable legal and administrative requirements in any jurisdiction; (iv) acquire or dispose of, or agree to acquire or dispose of, any material asset, involving consideration in excess of €7,500,000, exclusive of VAT; (v) amend or terminate any equity joint venture agreement or other binding agreement to which it is a party with a contractual value in excess of €10,000,000; (vi) commence any litigation or arbitration or compromise, settle, release or discharge litigation or arbitration proceedings or any claim, action, demand or dispute or waive any right in relation to litigation or arbitration proceedings, in each case where the sum involved exceeds €3,000,000; (vii) cancel or fail to renew by the due date the insurance policies in force at the date of this Agreement where such action would have a material adverse effect on the Group; (viii) the issue of any bonds or other debt capital; (ix) any significant departures fro...
Sample 1
The Sellers’ Obligations in Relation to the Conduct of Business. The Seller shall procure that, between the date of this Agreement and Completion, no member of the Xxxxx Group shall undertake any act or matter which is outside the ordinary course of the business of such Xxxxx Group member (as such business is carried on prior to the date of this Agreement), without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed).
Sample 1
The Sellers’ Obligations in Relation to the Conduct of Business. Subject to Clause 5.2, each of the Sellers undertakes to use reasonable endeavours to procure that, between the date of this Agreement and the relevant Completion, in relation to the Unsold Group, each Group Company: 5.1.1 shall carry on its business as a going concern in the ordinary and usual course as carried on prior to the date of this Agreement; 5.1.2 shall or shall procure that the relevant members of the Sellers’ Group shall maintain in force all existing insurance policies (in all material respects on the same terms and similar level of cover prevailing at the date of this Agreement) for the benefit of the Group until their expiration, save that the Sellers’ Group may amend the insurance policies maintained for the benefit of the Group if such amended policies are substantially the same as those generally applicable to the Sellers’ Group as a whole. The Sellers’ Group shall not be obliged to renew any insurance policy for the benefit of the Group, provided that if the Sellers’ Group purchases policies of insurance for the benefit of the Sellers’ Group as a whole in respect of any type of risk, then to the extent policies of insurance covering that type of risk are currently maintained for the benefit of the Group, the Sellers’ Group shall also include the Group as a beneficiary of such policies of insurance. The Sellers will notify the Purchaser in reasonable time if any currently existing policy will no longer be available in order to allow the Purchaser, acting on behalf of the Group Companies, sufficient opportunity either (i) to obtain alternative cover, in which case the Purchaser shall cover the increased cost of such cover, being the difference between the cost of the expiring insurance policy and the alternative cover, or (ii) to agree with the Sellers that they will cover any such increased costs, or (iii) to confirm that the insurance policy should not be renewed and the Purchaser and the Sellers agree to co-operate reasonably in this respect; 5.1.3 shall or shall procure that the relevant members of the Sellers’ Group make all claims under insurance policies existing for the benefit of the Group in relation to claims of Group Companies covered by such policies promptly and in accordance with the requirements of the relevant policy; 5.1.4 without prejudice to the generality of Clause 5.1.1, shall not do any of the following, in each case save as detailed, forecast or projected in the Information Memorandum, any documents provided to the ...
Sample 1
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Related to The Sellers’ Obligations in Relation to the Conduct of Business

  • Independent Nature of Buyers’ Obligations and Rights The obligations of each Buyer under the Transaction Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.

  • Conditions Precedent to the Obligation of the Company to Sell the Shares The obligation hereunder of the Company to issue and sell the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note 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 Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the 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 Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. d. 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. e. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. f. The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or any similar quotation system. g. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • Modifications and Waivers; Obligation of the Company Absolute The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.

  • Conditions Precedent to the Seller’s Obligations The obligation of the Seller to consummate the transfer of the Asset as contemplated by this Agreement on the Closing Date is subject to the satisfaction (or waiver by the Seller) as of the Closing of the following conditions: (a) Each of the representations and warranties made by the Buyer in this Agreement shall be true and correct in all material respects when made and on and as of the Closing Date as though such representations and warranties were made on and as of the Closing Date. (b) The Buyer shall have performed or complied in all material respects with each obligation and covenant required by this Agreement to be performed or complied with by the Buyer on or before the Closing. (c) No order or injunction of any court or administrative agency of competent jurisdiction nor any statute, rule, regulation or executive order promulgated by any Governmental Authority of competent jurisdiction shall be in effect or threatened in writing as of the Closing which restrains or prohibits the transfer of the Asset or the consummation of any other transaction contemplated hereby. (d) The Buyer shall have made (or caused to have been made) all of the deliveries required to be made by the Buyer under SECTION 7.1. (e) The Seller shall have received evidence that the Franchise Agreement has been terminated. (f) Simultaneously with the execution of this Agreement, the Buyer or affiliates of Buyer (collectively, “Affiliate Buyers”) are entering into the Related Agreements with other sellers that are affiliates of Seller (collectively, “Other Sellers”). Except as otherwise set forth below, it shall be a condition precedent to the Seller’s obligation to close on the sale of the Asset, that (i) the closing date under the Related Agreements shall be the same as the Closing Date under this Agreement and (ii) the closing of the Related Agreements shall take place simultaneously with the Closing hereunder (i.e., the closing in this Agreement or any Related Agreement will have occurred when all of the conditions precedent to closing set forth in the applicable agreement have been met or waived by the appropriate party, including without limitation the Title Company’s receipt of the applicable deed or assignment of lease and its unconditional and irrevocable commitment to (x) record the deed or assignment of lease; and (y) issue the Title Policy effective as of such date, notwithstanding that such deed or assignment of lease may not have been recorded). If any of the Buyer or Affiliate Buyers defaults under this Agreement or any Related Agreement, as applicable, such default shall be deemed a default by the Buyer and the Affiliate Buyers under this Agreement and all of the Related Agreements. Notwithstanding the foregoing, in the event that any of the Seller or Other Sellers is in default under this Agreement or any other Related Agreement (any such agreement being a “Defaulted Agreement”), as applicable, and the respective parties thereto fail to close under such Defaulted Agreement, then, so long as the Acquisition Threshold is met, a closing under such Defaulted Agreement shall not be a condition precedent to the Seller’s obligation to close under this Agreement or any other Related Agreement (so long as the Acquisition Threshold is met); provided, however, in the event that the Acquisition Threshold is not met, then such defaults shall constitute a default under this Agreement and all other Related Agreements and the Buyer shall have the right to terminate this Agreement (and all other Related Agreements) and the Seller shall be deemed in breach hereof whereupon the Buyer shall have the remedies set forth in SECTION 11.2(c), except that the aggregate amount of out-of-pocket costs and expenses that the Buyer will be entitled to recover from the Seller for damages under this Agreement and the other Related Agreements shall in no event exceed Three Hundred Thousand Dollars ($300,000.00) under SECTION 11.2(c). Additionally, if any of the Buyer or Affiliate Buyers elects to terminate this Agreement or any Related Agreement, as applicable, under any provision of this Agreement or such Related Agreement that expressly gives the Buyer (or an Affiliate Buyer, as applicable) the right to terminate (other than as the result of the Seller’s default for which the preceding sentence in this clause (f) shall control), then any such notice to terminate under any such agreement shall be deemed an election to terminate this Agreement and all of the Related Agreements, it being the intention of the parties that except as otherwise set forth in this clause (f), there shall be no Closing under this Agreement unless there is a closing under the Related Agreements and vice versa.

  • Independent Nature of Purchasers’ Obligations and Rights The obligations of each Purchaser under any Transaction Document are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independently protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose. Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company through EGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between and among the Purchasers.

  • Conditions to the Seller’s Obligations At the Closing, the Buyer shall deliver: (i) certified copies of the resolutions duly adopted by the Buyer’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby to which it is a party, and the consummation of all transactions contemplated hereby and thereby; (ii) a certificate of an authorized officer of the Buyer in the form set forth in Exhibit E, dated as of the Closing, stating that: (i) all of the representations and warranties set forth in Article VI that are qualified as to materiality or words of similar import are true and correct in all respects, and those not so qualified are true and correct in all material respects, in each case as of the Closing (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date), and (ii) to the Buyer’s knowledge, no action or proceeding before any court or Governmental Authority is pending or threatened wherein an unfavorable judgment, decree or order which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or would reasonably be expected to cause such transactions to be rescinded; (iii) the Estimated Purchase Price as contemplated in Section 1.02 above; and (iv) such other documents reasonably requested by the Representative for the consummation of the transactions contemplated hereby.

  • CONDITIONS PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE AND SELL COMMON STOCK The obligation hereunder of the Company to issue and sell the Put Shares to Investor is subject to the satisfaction of each of the conditions set forth below. (a) ACCURACY OF INVESTOR'S REPRESENTATIONS AND WARRANTIES. The representations and warranties of Investor shall be true and correct in all material respects as of the date of this Agreement and as of the date of each such Closing as though made at each such time. (b) PERFORMANCE BY INVESTOR. Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Investor at or prior to such Closing.

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE Purchaser's obligation to purchase the Shares and to take the other actions required to be taken by Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Purchaser, in whole or in part):

  • Conditions to The Buyer’s Obligation to Purchase The obligation of the Buyer hereunder to purchase the Note 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 Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the 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 Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. 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. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

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