ITS OBLIGATIONS HEREUNDER WILL CAUSE IRREPARABLE HARM TO THE INVESTOR
BY VITIATING THE INTENT AND PURPOSE OF THE TRANSACTION CONTEMPLATED HEREBY.
ACCORDINGLY, THE COMPANY ACKNOWLEDGES THAT THE REMEDY AT LAW FOR A BREACH OF ITS
OBLIGATIONS UNDER THIS ARTICLE V WILL BE INADEQUATE AND AGREES, IN THE EVENT OF
A BREACH OR THREATENED BREACH BY THE COMPANY OF THE PROVISIONS OF THIS SECTION,
THAT THE INVESTOR WILL BE ENTITLED, IN ADDITION TO ALL OTHER AVAILABLE REMEDIES,
TO AN INJUNCTION RESTRAINING ANY BREACH AND REQUIRING IMMEDIATE TRANSFER OF THE
SECURITIES AND/OR WARRANT SHARES, AS APPLICABLE, WITHOUT THE NECESSITY OF
SHOWING ECONOMIC LOSS AND WITHOUT ANY BOND OR OTHER SECURITY BEING REQUIRED.
ARTICLE VI
CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL
The obligation of the Company to issue and sell the Securities to each Investor
at the Closing is subject to the satisfaction by such Investor, on or before the
Closing Date, of each of the following conditions.
These conditions are for the
Company's sole benefit and may be waived by the Company at any time in its sole
discretion:
6.1
EXECUTION OF DOCUMENTS.
THE INVESTOR WILL HAVE EXECUTED THIS
AGREEMENT, THE INVESTOR QUESTIONNAIRE AND THE REGISTRATION RIGHTS AGREEMENT AND
WILL HAVE DELIVERED THOSE AGREEMENTS TO THE COMPANY.
6.2
PURCHASE PRICE.
THE INVESTOR WILL HAVE DELIVERED THE PURCHASE
PRICE FOR THE SECURITIES TO THE COMPANY IN ACCORDANCE WITH THIS AGREEMENT.
6.3
REPRESENTATIONS AND WARRANTIES.
THE REPRESENTATIONS AND
WARRANTIES OF THE INVESTOR MUST BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS
OF THE CLOSING DATE AS THOUGH MADE AT THAT TIME (EXCEPT FOR REPRESENTATIONS AND
WARRANTIES THAT SPEAK AS OF A SPECIFIC DATE, WHICH REPRESENTATIONS AND
WARRANTIES MUST BE CORRECT AS OF SUCH DATE), AND THE INVESTOR WILL HAVE
PERFORMED AND COMPLIED IN ALL MATERIAL RESPECTS WITH THE COVENANTS AND
CONDITIONS REQUIRED BY THIS AGREEMENT TO BE PERFORMED OR COMPLIED WITH BY THE
INVESTOR AT OR PRIOR TO THE CLOSING.
6.4
NO PROHIBITION.
NO STATUTE, RULE, REGULATION, EXECUTIVE ORDER,
DECREE, RULING OR INJUNCTION WILL HAVE BEEN ENACTED, ENTERED, PROMULGATED OR
ENDORSED BY OR IN ANY COURT OR GOVERNMENTAL AUTHORITY OF COMPETENT JURISDICTION
OR ANY SELF-REGULATORY ORGANIZATION HAVING AUTHORITY OVER THE MATTERS
CONTEMPLATED HEREBY WHICH PROHIBITS THE CONSUMMATION OF ANY OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT OR THE
WARRANTS.
ARTICLE VII
CONDITIONS TO THE INVESTOR'S OBLIGATION TO PURCHASE
The obligation of each Investor hereunder to purchase the Securities from the
Company at the Closing is subject to the satisfaction, on or before the Closing
Date, of each of the following
12
conditions.
These conditions are for each Investor's respective benefit and may
be waived by any Investor at any time in its sole discretion:
7.1
EXECUTION OF DOCUMENTS.
THE COMPANY WILL HAVE EXECUTED THIS
AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT AND THE WARRANTS AND WILL HAVE
DELIVERED THOSE AGREEMENTS TO THE INVESTOR.
7.2
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES OF THE COMPANY QUALIFIED BY MATERIALITY MUST BE TRUE AND CORRECT IN
ALL RESPECTS AS