CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE Sample Clauses

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. The obligation of Buyer hereunder 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 Xxxxx at any time in its sole discretion: (a) The Company shall have executed this Agreement and delivered the same to Buyer. (b) The Company shall have delivered to Buyer the duly executed Note in such denominations as Buyer shall request and in accordance with Section 1(b) above. (c) The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to 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 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. (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. (g) Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market. (h) The Company shall have delivered to Buyer (1) a certificate evidencing the formation and good standing of the Company in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within twenty (20) days of the Closing Date and (2) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

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. 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. 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 Preferred 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 Buyer's sole benefit and may be waived by 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 to Buyer (1) each of the Transaction Documents (2) the Preferred Shares (allocated in such amounts as Buyer shall request), being purchased by Buyer at the Closing pursuant to this Agreement and (3) a copy of Irrevocable Instructions to the Transfer Agent in the form of Exhibit A attached hereto, which instructions shall have been acknowledged in writing by the Company’s transfer agent. Notwithstanding anything else to the foregoing in this Agreement, Buyer hereby consents to delivery of the Preferred Shares within ten (10) business days after the Closing Date. (ii) The Company shall have delivered to 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 forty-five (45) days of the Closing Date and, if applicable, qualification as a foreign corporation in good standing in each jurisdictions in which the Company conducts business. (iii) The Company shall have delivered to Buyer a copy of the Articles of Incorporation, as amended.

CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE. (a) The obligation of Buyer hereunder to purchase its Notes at each Closing is subject to the satisfaction, at or before the date of each Closing, 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 by providing the Company with prior written notice thereof: (i) The Company shall have duly executed and delivered to Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to Buyer (A) with respect to the Initial Note, the Initial Note in the original principal amount of $1,100,000 and (B) with respect to the Second Note, the Second Note in the original principal amount of $550,000, in each case, as being purchased by Buyer at the Initial Closing and Second Closing, respectively, pursuant to this Agreement. (ii) Buyer shall have received the opinion of Davidoff Hutcher & Citron LLP, the Company’s special securities counsel, and Xxxxxx Westwood & Riegels, the Company’s Cayman Islands counsel, each dated as of the date of such Closing, in forms reasonably acceptable to Buyer. (iii) The Company shall have delivered to Buyer a copy of the Irrevocable Transfer Agent Instructions, in a form acceptable to Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent. (iv) The Company shall have delivered to Buyer the certificate of incorporation of the Company and the certificate of good standing evidencing the formation and good standing of the Company issued by the Registrar of Companies of the Cayman Islands as of a date within ten (10) days of the date of each Closing. (v) The Company shall have delivered to Buyer a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company and conducts business in the United States, if any, and is required to so qualify, as of a date within ten (10) days of each Closing. (vi) The Company shall have delivered to Buyer a certified copy of the Articles of Association as certified by the Registrar of Companies of the Cayman Islands within ten (10) days of each Closing. (vii) The Company and each Subsidiary shall have delivered to Buyer a certificate, in a form acceptable to Buyer, executed by the Chief Executive Officer of the Company and dated as of each Closing, as to (i) the Signi...

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.