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 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 the Purchaser's sole benefit and may be waived by the Purchaser at any time in its sole discretion: (a) The Company shall have executed this Agreement. (b) The Company shall have executed the Registration Rights Agreement. (c) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) 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. (d) The Purchaser shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit A attached hereto.

Conditions to The Purchaser’s Obligation to Purchase. The Seller acknowledges that the Purchaser’s obligation to pay to the Seller the applicable portion of The Purchaser hereunder to purchase the Purchase Price in exchange for the Shares set forth in Section 1.2 at the Closing is subject to conditioned upon satisfaction of the satisfaction, following conditions precedent at or before the Closing Date, (any or all of each of the following conditions, provided that these conditions are for the Purchaser's sole benefit and which may be waived by the Purchaser at any time in its sole discretion:): (a) The Company shall have executed this Agreement.the Seller has delivered the applicable Shares to the Purchaser (as specified in Section 1.3); (b) The Company shall have executed the Registration Rights Agreement. (c) The representations and warranties of the Company Seller contained in this Agreement shall have been true and correct at the time of execution of this Agreement and shall be true and correct in all material respects (except to the extent that any of such representations and warranties is already qualified as to materiality in Section 3 above, in which case, such representations and warranties shall be true and correct without further qualification) as of the date when made Closing as if given on and as of the Closing Date as though made at that time (except for representations and warranties that speak as of expressly stated to relate to a specific date, in which case each such representation and warranty shall be true and correct as of such earlier date); and (c) and the Company The Issuer shall have performedentered into an amendment (the “Rights Plan Amendment”) to that certain Rights Agreement, satisfiedas amended, dated January 22, 2018, between the Issuer and complied in all material respects with Computershare Trust Company, N.A., as rights agent (the covenants“Rights Plan”), agreements, and conditions required by this Agreement for the purpose of modifying the Rights Plan to be performed, satisfied, or complied with permit the purchase of the Shares by the Company at or prior to the Closing DatePurchaser as contemplated hereby. (d) The Purchaser shall have received the opinion of the Company's counsel dated as of the Closing Date, in form, scope, and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit A attached hereto.