TO THE PURCHASERS. The closing opinion of Xxxxxxx and Xxxxxx LLP, special counsel to the Purchasers, called for by Section 4.4 of the Note Purchase Agreement, shall be dated the date of Closing and addressed to each Purchaser, shall be satisfactory in form and substance to each Purchaser and shall be to the effect that:
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TO THE PURCHASERS. The opinion of Xxxxxx Xxxxxx LLP, special counsel to the Purchasers, called for by Section 4.4(d)(ii) of the First Supplement, shall be dated the Closing Date and addressed to the Purchasers, shall be satisfactory in form and substance to the Purchasers and shall be to the effect that:
TO THE PURCHASERS. The Notes, and interest which shall accrue on the outstanding principal balance thereof, are convertible into 62,500,000 shares (the "Conversion Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), pursuant to the terms of the Notes. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has issued to the Purchasers Common Stock Purchase Warrants exercisable for an aggregate of 5,000,000 shares of Common Stock (the "Warrant Shares"). The number of Conversions Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitali- zations and similar events occurring after the date hereof. The Conversion Shares and the Warrant Shares are collectively herein referred to as the "Registrable Securities." Certain capitalized terms used in this Agreement are defined in Section 3 hereof; references to sections shall be to sections of this Agreement.
TO THE PURCHASERS. In the course of its representations to the Purchasers concerning its business, the Company has not omitted any information of which it is aware that is material to its business prospects. No representation or warranty of the Company contained in this Agreement and the exhibits attached hereto, any certificate furnished or to be furnished to Purchasers at the Closing, or the Business Plan (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business Plan and the financial projections contained in the Business Plan were prepared in good faith; provided, however, that the Company does not represent or warrant that it will achieve such financial projections.
TO THE PURCHASERS. The Seller shall give the Purchasers and all relevant insurers written notice, as promptly as practicable, of loss of or damage to the Collateral and shall promptly file proofs of loss with relevant insurers.
TO THE PURCHASERS. (i) their respective Pro Rata Shares of an amount equal to any Purchase Excess to be applied in reduction of Capital Investment;
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TO THE PURCHASERS. In case that the put option restricted to one sixth of the limited partner’s interest (partial limited partner’s interest) according to para. 10.5 (at the end) Limited Partnership Agreement is exercised, the provisions of this Agreement relating to the limited partner’s interest of the Seller at 1 shall apply, mutatis mutandis, to the partial limited partner’s interest without the effectiveness of the agreement of purchase and sale pursuant to sentence 1 on the remaining limited partner’s interest being affected.
TO THE PURCHASERS. 2.3 The purchase pursuant to para. 2.1 and para. 2.2 is subject to the condition precedent of effective exercise of a call option, acquisition right, put option or right of first refusal pursuant to Article 10 of the Limited Partnership Agreement.
TO THE PURCHASERS. The parties understand that a revised Certificate of Determination (a copy of which is attached hereto as Exhibit A) setting forth the rights, preferences and privileges of the Shares has been presented to the Secretary of State of the State of California for filing. The parties acknowledge that such Certificate of Determination will not be deemed filed until reviewed and approved by the staff of the Secretary of State. Unless otherwise defined herein, capitalized terms used herein shall have their respective meanings set forth in the Certificate of Determination. The parties hereto agree, subject to the condition that the Certificate of Determination be reviewed and approved by the Secretary of State in the form attached as Exhibit A, that:
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