CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Debenture 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 Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:
(a) The Company shall have executed this Agreement and the Registration Rights Agreement, and delivered the same to the Buyer.
(b) The Company shall have delivered to such Buyer the duly executed Debenture and Warrants in accordance with Section 1 above.
(c) The representations and warranties of the Company contained in this Agreement, as modified by the Exhibits and Schedules hereto, 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, which representations and warranties shall be true and correct as of 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 by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the President and 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 such 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) Trading in the Common Stock on the PRINCIPAL MARKET shall not have been suspended by the SEC or the Nasdaq and, within two (2) business days of the Closing, the Company will make application to the PRINCIPAL MARKET, if legally required by Nasdaq, to have the Conversion Shares and the Warrant Shares authorized for quotation.
(f) The Buyer shall have received an opinion of the Compan...
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. Buyer's obligation to purchase the Debentures is conditioned upon:
(a) The receipt and acceptance by Seller of this Agreement as evidenced by execution of this Agreement by the duly authorized officer of Seller.
(b) Delivery of the Debentures as described herein.
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. Buyer's obligation to -------------------------------------------- purchase the Debentures is conditioned upon:
a) The receipt and acceptance by Seller of this Offshore Agreement as evidenced by execution of this Offshore Agreement by the duly authorized officer of Seller.
b) Delivery of the Debentures as described herein.
c) Satisfaction of the conditions in the Agreement.
d) No default by Seller of any provisions of any Series of Debenture.
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of Buyer to purchase the Securities 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 Buyer's sole benefit and may be waived by Buyer at any time in their sole discretion:
a. The Company and CPPT shall have executed this Agreement.
b. The representations and warranties of the Company and CPPT 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 and CPPT 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 and CPPT 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.
d. No material undisclosed event shall have occurred which could reasonably be expected to have a material adverse effect on the Company.
e. A Closing on at least 25 Units shall occur.
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of each Buyer hereunder to purchase the Shares and the related 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 each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
(i) The Company shall have duly executed and delivered (physically or by electronic copy) to such Buyer (i) each of the Transaction Documents, (ii) the Shares as set forth on such Buyer’s signature page hereto, and (iii) the related Warrants (allocated in such amounts as Buyer shall request) being issued to such Buyer at the Closing pursuant to this Agreement in an amount equal to 100% of the Shares purchased by such Buyer at an exercise price per Series C Warrant Share of $1.00, subject to adjustment, as set forth on such Buyer’s signature page hereto.
(ii) Such Buyer shall have received the opinion of Rxxxxxxxxx & Pxxxx LLP, the Company’s outside counsel (“Opinion of Counsel”), dated as of the Closing Date, in substantially the form of Exhibit B attached hereto.
(iii) The Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date.
(iv) The Company shall have delivered to such Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) in each jurisdiction in which the Company has so qualified, as of a date within 10 days of the Closing Date.
(v) The representations and warranties of the Company shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) 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, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied wit...
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. Buyer’s obligation to purchase the Properties is expressly conditioned upon each of the following:
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Debenture and the 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 Buyer's sole benefit and may be waived by the Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of the Buyer hereunder to purchase the Debenture at Pre-Closing is subject to the satisfaction, of the following conditions:
(a) The Company shall have executed this Agreement and delivered the same to the Buyer.
(b) 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 herein which prohibits the consummation of any of the transactions contemplated by this Agreement.
(c) The Company shall have received funds from the Buyer representing the Purchase Price in an amount equal to the Subscription Amount.
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. Seller understands that Buyer's obligation to purchase the Stock is conditioned upon:
a. Acceptance and execution by Buyer of this Subscription Agreement for the sale of Shares; and
b. Delivery of Shares of Common Stock with restrictive legends as described herein to the Security Holder.
CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of Buyer hereunder to purchase the Securities is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion:
a. The parties shall have executed this Agreement and delivered the same to each other.
b. 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 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.
c. Until the Closing Date, the Common Stock shall be authorized for quotation on the American Stock Exchange ("AMEX") and trading in the Common Stock shall not have been suspended by the SEC or AMEX.
d. The Company shall have delivered the Stock Certificates to the Buyer.
