Common use of Conditions to The Purchaser’s Obligation to Purchase Clause in Contracts

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Shares from the Company at the Closing is subject to the satisfaction, at or before the date hereof, of each of the following conditions: a. The Company shall have executed this Agreement and delivered the same to the Purchaser. b. The Company shall have delivered to the Purchaser a certificate evidencing the incorporation and good standing of the Company in its state of incorporation, as well as a certificate evidencing the Company’s qualification as a foreign corporation and good standing in the state of its principal place of business, in each case issued by the Secretary of State (or other applicable authority) of such state. c. The Company shall have delivered to the Purchaser a certificate, executed by the Secretary of the Company and dated as of the date hereof, as to (i) the resolutions of the board of directors of the Company relating to the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereunder; (ii) the Articles of Amendment and Restatement of the Company; and (iii) the Bylaws of the Company. d. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Purchaser’s Obligation to Purchase. The obligation of the Purchaser hereunder to purchase the Shares Securities from the Company at the Closing is subject to the satisfaction, at or before the date hereof, of each of the following conditions: a. The Company shall have executed this Agreement and delivered the same to the Purchaser. b. The Company shall have filed with Nasdaq a Listing of Additional Shares Notification Form for the listing of the Securities. c. The Company shall have delivered to the Purchaser a certificate evidencing the incorporation and good standing of the Company in its state of incorporation, as well as a certificate evidencing the Company’s qualification as a foreign corporation and good standing in the state of its principal place of business, in each case issued by the Secretary of State (or other applicable authority) of such statestate within five (5) Business Days of Closing. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. c. d. The Company shall have delivered to the Purchaser a certificate, executed by the Secretary of the Company and dated as of the date hereof, as to (i) the Company Board resolutions of the board of directors of the Company relating to the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereunder; (ii) the Articles Certificate of Amendment and Restatement of the CompanyIncorporation; and (iii) the Bylaws of the CompanyBylaws. d. e. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by this Agreement. f. The Company shall have executed and delivered the Transfer Instructions with respect to the Securities being purchased by the Purchaser at the Closing to the Transfer Agent and delivered a copy thereof to the Purchaser.