Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
5.1. Investor shall have executed this Agreement and delivered the same to Company.
5.2. Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:
5.1. Investor shall have executed this Agreement, the Pledge Agreement, the Secured Investor Notes, and the Investor Notes, and delivered the same to Company. 5.2. Investor shall have delivered the Initial Cash Purchase Price in accordance with Section above.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Note to Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto:
a. Buyer shall have executed this Agreement and delivered the same to Company.
b. Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.
c. The representations and warranties of Buyer 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 Buyer 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 Buyer at or prior to the Closing Date.
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 or 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 Company’s Obligation to Sell. Seller's obligation to sell the Shares is conditioned upon Purchaser's receipt and acceptance of this agreement covering the purchase of the Shares duly executed by an authorized representative of the Company, and accepted by the Company's Board of Directors, if such acceptance is required, and delivery of good funds as payment in full for the purchaser of the Shares to the Purchaser's closing depository.
Conditions to Company’s Obligation to Sell. Purchaser understands that the Company's obligation to sell the Debentures is conditioned upon:
(a) The receipt and acceptance by the Company of this Agreement for the Debentures as evidenced by execution of this Subscription Agreement by the Company;
(b) Delivery into escrow by Purchaser of good funds as payment in full for the Purchase Price of the Debentures.
Conditions to Company’s Obligation to Sell. Purchaser understands that the Company's obligation to sell the Note and Warrant is conditioned upon the truth and accuracy of the representations and warranties of Purchaser in Section 4 as of the Closing Date, and:
(a) Delivery by Purchaser to the Company of good funds as payment in full for the purchase of the Note and Warrant.
(b) Execution and delivery by Purchaser of the of the Security Agreement and Registration Rights Agreement, in the respective forms of Exhibits B and D.
Conditions to Company’s Obligation to Sell. The Company's obligation to sell to the Buyer the Note and to issue to the Buyer the Warrant on the Closing Date is conditioned upon satisfaction of the following conditions precedent on or before the Closing Date (any or all of which may be waived by the Company in its sole discretion):
(a) On the Closing Date, no legal action, suit or proceeding shall be pending or threatened which seeks to restrain or prohibit the transactions contemplated by this Agreement;
(b) The representations and warranties of the Buyer contained in this Agreement shall have been true and correct on the date of this Agreement and on the Closing Date as if made on the Closing Date (except for representations given as of a specific date, which representations shall be true and correct as of such date); and on or before the Closing Date the Buyer shall have performed all covenants and agreements of the Buyer contained in the Transaction Documents and required to be performed by the Buyer on or before the Closing Date; and
(c) The Registration Statement shall have been declared effective by the SEC and no stop order or similar proceeding relating to the Registration Statement shall be pending or threatened.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Purchaser at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
5.1. Purchaser shall have executed this Agreement and delivered the same to Company.
5.2. Purchaser shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.
5.3. The representations and warranties of the Purchaser in this Agreement 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 are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.
5.4. The Purchaser 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 such Purchaser at or prior to the Closing.
5.5. Company shall receive from NASDAQ the approval of the application for the listing of the Shares.
5.6. The Company shall receive from its stockholders the approval of the issuance of the Shares as required under Nasdaq Rule 5635(d).
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Investor at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:
5.1. Investor shall have executed this Agreement and the Investor Notes and delivered the same to Company. 5.2.Investor shall have delivered the Initial Cash Purchase Price to Company in accordance with Section 0 above. 6.Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:
0.0. Xxxxxxx shall have executed this Agreement, the Warrants, and the Note and delivered the same to Investor.
0.0. Xxxxxxx’s Chief Executive Officer shall have executed the Officer’s Certificate and delivered the same to Investor.
0.0. Xxxxxxx shall have delivered to Investor a fully executed Irrevocable Letter of Instructions to Transfer Agent (the “TA Letter”) substantially in the form attached hereto as 0 acknowledged and agreed to in writing by Company’s transfer agent (the “Transfer Agent”).
0.0. Xxxxxxx shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto as 0 evidencing Company’s approval of the Transaction Documents.
0.0. Xxxxxxx shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto as 0 to be delivered to the Transfer Agent.
6.6. Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company herein or therein.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities to Purchaser at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions; provided, that these conditions are for Company’s sole benefit and may be waived by Company at any time in its sole discretion:
5.1 Each Purchaser shall have executed this Agreement, the Registration Rights Agreement and each of the other Transaction Documents to which it is a party and delivered the same to Company.
5.2 Each Purchaser shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.
5.3 The representations and warranties of each Purchaser set forth in Section 2 shall be true and correct in all material respects as of the date when made and as of the Closing Date as though originally 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 specific date), and each Purchaser 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 such Purchaser at or prior to the Closing Date.
5.4 No order of any court, arbitrator or governmental or regulatory authority of competent jurisdiction or other applicable law shall be in effect which makes the Closing illegal, restrains, enjoins or otherwise prohibits or prevents or purports to prohibit or prevent the Closing.
