Common use of Conditions of the Obligations of the Placement Agent Clause in Contracts

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 7 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date herein (as though then mademade on such Closing Date), to the timely accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties warranties, in all material respects, on the part of the Company set forth in Section 2 7 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 7 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereofhereof and in the Purchase Agreement, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereofhereof as well as any representations of the Company in the Transaction Documents, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder and under the Transaction Documents on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date of each Offering as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date of the Offering as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereofhereof and in the Transaction Documents, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants made and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be are subject to the accuracy of the representations and warranties on statements of Company officers made pursuant to the part of the Company set forth in Section 2 provisions hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditionsconditions precedent:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company set forth in Section 2 3 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case 7 hereof as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case case, unless otherwise noted below, as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dateshereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereofhereof and in the Purchase Agreement, in each case as of the date hereof and as of each the applicable Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then madeDate, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder to arrange for the sale of the Units as provided herein on the Closing Date shall be subject to (1) the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case 1 hereof as of the date hereof and as of each Closing Date as though then made, to ; (2) the timely performance by each of the Company of its covenants and other obligations hereunder on hereunder; and as of such dates, and to (3) each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, made to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 7 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the continuing accuracy and completeness of the representations and warranties on the part of made by the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then madeherein, to the timely due performance by each of the Company of its covenants and other obligations hereunder on and as hereunder, to the completion by the Placement Agent of such datesa due diligence review satisfactory to the Placement Agent in its reasonable judgment, and to each the continuing satisfaction (or waiver by the Placement Agent in its sole discretion) of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereofthe Securities Purchase Agreements dated as of December 19, 2023, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case hereof as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dateshereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case hereof as of the date hereof and as of each the Closing Date as though then mademade and, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dateshereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, (except that representations not qualified by a “Material Adverse Effect” or other materiality qualification shall be accurate in each case all material respects) as of the date hereof and as of each the Closing Date of the Offering as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder in all material respects on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the several Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dateshereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such datesdate, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, dates and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then madehereof, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereofhereof and in the Purchase Agreement, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall will be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then madeIssuers herein, to the timely accuracy of the statements of officers of the Issuers made pursuant to the provisions hereof, to the performance by each the Issuers of the Company of its covenants and other their respective obligations hereunder on and as of such dates, and to each of the following additional conditionsconditions precedent and conditions subsequent:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then mademade (other than those representations that are made as of a specific date, in which event such representation or warranty is made as of such date), to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder and the Purchasers under the Subscription Agreements, shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case hereof as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dateshereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the each Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 7 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:: A. Regulatory Matters.

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder to arrange for the sale of the Securities as provided herein on the Closing Date shall be subject to (1) the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case 1 hereof as of the date hereof and as of each Closing Date as though then made, to ; (2) the timely performance by each of the Company of its covenants and other obligations hereunder on hereunder; and as of such dates, and to (3) each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy in all material respects of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the applicable Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder to offer and deliver the Units on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company herein set forth in Section 2 hereof, in each case as of the date hereof and as of each the Closing Date as though then madeDate, to the timely accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by each of the Company of its covenants and other obligations hereunder on and as of such dateshereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereofthe Securities Purchase Agreement, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 ‎12 hereof, in each case as of the date hereof and as of each the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case hereof as of the date hereof and as of each the Closing Date as though then mademade and the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dateshereunder, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each the applicable Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then mademade (except if any such representation or warranty speaks as to a different date), to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions: