Conditions to the Purchasers’ Obligation Sample Clauses

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to consummate the third Closing is subject to the satisfaction on or before the Third Closing Date of each of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion: (i) each of the representations and warranties of the Company, AOI and EDOC contained in this Agreement shall be true and correct in all material respects (or, to the extent any representation or warranty is qualified by materiality, a Company Material Adverse Effect, an AOI Material Adverse Effect or an EDOC Material Adverse Effect, in all respects) in each case, both when made and on the Third Closing Date with the same force and effect as though such representations and warranties had been made on and as of such Third Closing Date (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 in all material respects as of such earlier date); (ii) all obligations, covenants and agreements of the Company, AOI and EDOC required to be performed hereunder at or prior to the Third Closing Date shall have been performed; (iii) the Company shall have delivered or caused to be delivered each of the items set forth in Section 2.4(a); (iv) there shall have been no Company Material Adverse Effect, AOI Material Adverse Effect or EDOC Material Adverse Effect since the date hereof; (v) no Event of Default (as such term is defined in the Debentures) shall have occurred or be continuing; (vi) the Purchaser shall have received a certificate of an officer of the Company AOI and EDOC, dated as of the Third Closing Date, certifying, as to the fulfillment of the conditions set forth in subparagraphs (i), (ii), (iii), (iv), and (v) above; and (vii) from the date hereof to the Third Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Third Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of ...

Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing, of each of the following conditions, provided that these conditions are for each Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion by providing the Company with prior written notice thereof: (a) Such Purchaser shall have received the Registration Rights Agreement and the Warrant duly executed by the Company. (b) Such Purchaser shall have received certificates for shares of Common Stock to be purchased by it at the Closing. (c) Such Purchaser shall have received an Opinion of Counsel from the Company in substantially the form of Exhibit C attached hereto. (d) Such Purchaser shall have received a certified copy of the Certificate of Incorporation of the Company, together with a Good Standing Certificate with respect to the Company issued by the Secretary of State of such state of incorporation as of a date within ten (10) days of the date of the Closing. (e) Such Purchaser shall have received a copy of the certificate evidencing the Company’s qualification as a foreign corporation in good standing issued by the Secretary of State of the State of New York as of a date within ten (10) days of the date of the Closing. (f) Such Purchaser shall have received a certificate executed by the Secretary of the Company and dated as of the date of the Closing, certifying as to (i) the resolutions as adopted by the Company’s Board of Directors in connection with the authorization of the transactions contemplated hereby, (ii) the Certificate of Incorporation of the Company and (iii) the Bylaws of the Company, each as in effect at the time of the Closing Date. (g) Such Purchaser shall have received a copy of all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities. (h) Such Purchaser shall have received a copy of such other documents relating to the transactions contemplated by this Securities Purchase Agreement, the Registration Rights Agreement and the Warrant as the Purchaser or its counsel may reasonably request. (i) The representations and warranties of the Company contained in Section 3.01 of this Securities Purchase Agreement shall be true and correct in all material respects, in each case as of the Closing Date as though made at and as of such date, except to the extent that they expressly refer to an earlier or specific time, in w...

Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to consummate the purchase of the Subordinated Notes to be purchased by such Purchaser at Closing and to effect the Disbursement is subject to the satisfaction or delivery by or at the direction of the Company to such Purchaser, (or, with respect to the Settlement Agent Agreement, the Settlement Agent, and with respect to the opinions of counsel, the Placement Agent) on or prior to the Closing Date, of each of the following (unless such Purchaser shall have waived such satisfaction or delivery):

Conditions to the Purchasers’ Obligation. The obligations of the Purchasers to consummate the transactions contemplated hereby are subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions precedent:

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the Preferred Shares at the Closing is subject to the satisfaction of the following conditions:

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the Security is subject to the satisfaction (or waiver by Purchaser) of the following conditions as of the Closing Date: (a) the representations and warranties of the Seller made in this Agreement shall be true and correct in all respects, as of the date hereof and as of each of the Closing Dates as though then made; (b) the Seller shall have delivered to the Purchaser the documents or instruments contemplated by Section 2(b) above.

Conditions to the Purchasers’ Obligation. The obligation of the Purchaser to purchase and pay for the 781,250 Ordinary Shares in the Company is subject to the satisfaction of the following conditions as of the Closing Date:

Conditions to the Purchasers’ Obligation. The obligation of each Purchaser to consummate the purchase of the Senior Notes to be purchased by such Purchaser at Closing and to effect the Disbursement is subject to the satisfaction of or delivery by or at the direction of the Company to such Purchaser (or, with respect to the Paying Agent Agreement, the Paying Agent, and with respect to the opinions of counsel, the Placement Agents), on or prior to the Closing Date, each of the following (unless such Purchaser shall have waived such satisfaction or delivery):

Conditions to the Purchasers’ Obligation. The obligation of the Purchasers to purchase and pay for the Notes on the Closing Date is subject to the following conditions: