THEREFOR AND ANY OTHER AMENDMENTS TO THIS AGREEMENT THAT MAY BE NECESSARY TO
EFFECTUATE THE SALE OF SUCH PURCHASED SECURITIES.
4.4
Conditions of Company's Obligations at any
Closing.
The obligations of the Company to consummate the transactions
contemplated by this Agreement are subject to the satisfaction by the Purchasers
on or before any such Closing of each of the following conditions:
(A)
REPRESENTATIONS AND WARRANTIES.
THE
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS CONTAINED IN SECTION 3 SHALL BE
TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH CLOSING (EXCEPT
WHERE ANOTHER DATE OR PERIOD OF TIME IS SPECIFICALLY STATED HEREIN FOR A
REPRESENTATION OR WARRANTY AND IN SUCH CASE SUCH REPRESENTATION OR WARRANTY
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH DATE) WITH
THE SAME FORCE AND EFFECT AS THOUGH SUCH REPRESENTATIONS AND WARRANTIES HAD BEEN
MADE ON AND AS OF THE DATE OF SUCH CLOSING; PROVIDED, HOWEVER, THAT
REPRESENTATIONS AND WARRANTIES THAT CONTAIN A MATERIALITY QUALIFICATION SHALL BE
TRUE AND CORRECT IN ALL RESPECTS.
(B)
PERFORMANCE.
THE PURCHASERS SHALL HAVE
PERFORMED AND COMPLIED WITH ALL CONDITIONS CONTAINED IN THIS AGREEMENT THAT ARE
REQUIRED TO BE PERFORMED OR COMPLIED WITH BY IT ON OR BEFORE SUCH CLOSING.
(C)
CONSENTS AND APPROVALS.
ALL
AUTHORIZATIONS, APPROVALS, OR PERMITS, IF ANY, OF ANY GOVERNMENTAL AUTHORITY OR
REGULATORY BODY OF THE UNITED STATES OR OF ANY STATE OR ANY
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OTHER PERSON (INCLUDING THE CONSENT OF THE COMPANY'S SHAREHOLDERS AND ANY
AUTHORIZATIONS, CONSENTS, APPROVALS OR PERMITS OF THE NASDAQ) THAT ARE REQUIRED
IN CONNECTION WITH THE LAWFUL ISSUANCE AND SALE OF THE PURCHASED SECURITIES
PURSUANT TO THIS AGREEMENT SHALL BE DULY OBTAINED AND EFFECTIVE AS OF SUCH
CLOSING AND THE PURCHASE AND PAYMENT OF THE PURCHASED SECURITIES TO BE PURCHASED
BY THE PURCHASERS AT SUCH CLOSING ON THE TERMS AND CONDITIONS AS PROVIDED HEREIN
SHALL NOT VIOLATE ANY APPLICABLE LAW.
(D)
CROSS-RECEIPTS OF THE PURCHASERS.
THE
COMPANY AND THE PURCHASERS SHALL HAVE EXECUTED AND DELIVERED A CROSS-RECEIPT
ACKNOWLEDGING THE COMPANY'S DELIVERY TO THE PURCHASERS OF THE CERTIFICATES
REPRESENTING THE PURCHASED SECURITIES ISSUED AND SOLD TO THE PURCHASERS ON SUCH
CLOSING DATE TO THE PURCHASERS AND THE PURCHASERS' PAYMENT THEREFOR.
(E)
PURCHASE PRICE.
THE PURCHASERS SHALL HAVE
DELIVERED TO THE COMPANY THE APPLICABLE SERIES A PURCHASED SHARE PURCHASE PRICE
FOR THE PURCHASED SECURITIES BEING PURCHASED ON SUCH CLOSING DATE AS PROVIDED IN
SECTION 1.6, 1.7 OR 1.8, AS APPLICABLE.
(F)
COMPLETE PURCHASE.
IF MORE THAN ONE
PURCHASER IS PURCHASING SERIES A STOCK AND SERIES A WARRANTS AT ANY SUCH
CLOSING, THEN EACH SUCH PURCHASER SHALL HAVE SATISFIED ALL OF THE FOREGOING
CONDITIONS IN THIS SECTION 4.4 AND SHALL HAVE PURCHASED THE SERIES A STOCK AND
SERIES A WARRANTS THAT EACH SUCH PURCHASER HAS AGREED TO PURCHASE.
5.
RESERVED.
6.
Affirmative Covenants.
So long as any Purchaser together with any entity affiliated with it owns at
least 750,000 shares of Purchased Shares (as appropriately adjusted for any
stock splits, stock dividends, combinations, and the like) and