Conditions Precedent to Obligations of the Holders Sample Clauses

Conditions Precedent to Obligations of the Holders. The obligation of the Holders to consummate the transactions contemplated by this Agreement is subject to the satisfaction of each of the following conditions, provided that these conditions are for the Holders’ sole benefit and may be waived by the Holders at any time in its sole discretion by providing the Company with prior written notice thereof: 5.1 No order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement; 5.2 the representations and warranties of the Company (i) shall be true and correct in all material respects when made and on the applicable Closing Dates (unless as of a specific date therein) for such representations and warranties contained herein that are not qualified by “materiality” or “Material Adverse Effect” and (ii) shall be true and correct when made and on the applicable Closing Dates (unless as of specific date therein) for such representations and warranties contained herein that are qualified by “materiality” or “Material Adverse Effect”; 5.3 all obligations, covenants and agreements of the Company required to be performed at or prior to the applicable Closing Dates shall have been performed; and 5.4 from the date hereof to the relevant Closing Dates, trading in the Company’s common stock shall not have been suspended by the SEC or any Trading Market and, at any time prior to the Closing Dates, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any trading market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Holders makes it impracticable or inadvisable to purchase the Exchange Securities at the closing.

Conditions Precedent to Obligations of the Holders. The obligations of the Holders to exchange the Holder's Old Notes for the Exchange Notes and Exchange Warrants is subject, at the Time of Exchange, to the satisfaction of the following conditions: (a) The representations and warranties of the Company shall be true and correct in all material respects on and as of the Time of Exchange with the same effect as though such representations and warranties had been made on and as of the Time of Exchange and the Company shall have complied in all material respects with all agreements and conditions set forth or contemplated herein that are required to be performed or complied with by the Company at or prior to the Time of Exchange. (b) The issuance of the Exchange Notes and Exchange Warrants by the Company in exchange for each Holder's Old Notes shall not be enjoined (temporarily or permanently) at the Time of Exchange under the laws of any jurisdiction to which the Company is subject. (c) The New Financing shall have closed and the Company shall have received the net proceeds of such financing pursuant to the terms thereto. (d) Each Holder shall have received the opinion of the Company's counsel in the form of Exhibit 5.2

Conditions Precedent to Obligations of the Holders. The obligations of each of the Holders hereunder are subject to the fulfillment, at or before the Closing, of each of the following conditions (all or any of which may be waived in whole or in part by such Holder in its sole discretion):

Conditions Precedent to Obligations of the Holders. The obligation of the Holders to consummate and effect the transactions contemplated by this Agreement and the other agreements to be delivered in connection herewith shall be subject to the satisfaction, or the waiver by the Holders, of the following conditions:

Conditions Precedent to Obligations of the Holders. The obligation of the Holders to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the condition that no order of any court, arbitrator, or governmental or regulatory authority shall be in effect which purports to enjoin or restrain any of the transactions contemplated by this Agreement. Such condition is for each Holder’s sole benefit and may be waived by the Holder at any time in its sole discretion by providing the Company with prior written notice thereof.