Common use of Conditions to Investment Commitment Clause in Contracts

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement, executed by the Company; (B) a Secretary’s Certificate as to (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (y) a copy of the Company’s current Articles of Incorporation, and (z) a copy of the Company’s current Bylaws; (C) the Opinion; and (D) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there have been no material adverse changes in the Company’s business prospects or financial condition since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iv) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this AgreementAgreement (including the Disclosure Schedules), executed by the Company; , (B) a Secretary’s Certificate Certificate, attaching copies and certifying as to (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (y) a copy of the Company’s current Articles Certificate of Incorporation, and (z) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and filed by the Secretary of State of Delaware; (D) the Opinion; , and (DE) a copy of the press release announcing the transactions contemplated by this Agreement and a copy of the Current Report on Form 8-K to be filed with the SEC pursuant to Section 5.4 describing the transaction contemplated by, by this Agreement and attaching a complete copy of, of the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there have been no material adverse changes in the Company’s business prospects or financial condition since the date of the last SEC Report filed by the Companybalance sheet delivered to Investor, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to InvestorCertificate, signed by an officer of the Company;, to such effect to Investor; and (iv) any Required Approval has been obtainedInvestor shall have received the Warrant.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement, executed by the Company; (B) a Secretary’s Certificate as to attaching (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (y) a copy of the Company’s current Articles of Incorporation, as amended, and (z) a copy of the Company’s current Bylaws; (C) the Articles of Amendment executed by the Company and accepted by the Florida Department of State; (D) the Opinion; and (DE) a copy of the press release announcing the transactions transaction contemplated by this Agreement and Current Report on Form 8-K describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documentsby this Agreement; (ii) other than for losses incurred in the ordinary course of business, there have been no material adverse changes in the Company’s 's business prospects or financial condition since the date of the last SEC Report filed by the Companybalance sheet delivered to Investor, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to InvestorCertificate, signed by an officer of the Company;, to such effect to the best of the Officer’s knowledge, to be delivered to Investor; and (iv) any Required Approval has been obtainedInvestor shall have received the Warrant, which shall be in the form as attached as Exhibit A, but shall initially provide that it is exercisable only concurrent with issuance of a Tranche Notice for Preferred Shares issued by the Company, and only then in an amount equal to 135.0% of the put price as provided for in Section 2.3 (c).

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement, executed by the Company; , (B) a Secretary’s Certificate as to (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (y) a copy of the Company’s current Articles Certificate of Incorporation, and (z) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; , and (DE) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K describing the transaction contemplated by, and attaching a complete copy of, the Transaction Documentsby this Agreement; (ii) other than for losses incurred in the ordinary course of business, there have been no material adverse changes in the Company’s 's business prospects or financial condition since the date of the last SEC Report filed by the Companybalance sheet delivered to Investor, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to InvestorCertificate, signed by an officer of the Company;, to such effect to Investor; and (iv) any Required Approval has been obtainedInvestor shall have received the Fee Shares and the Warrant.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this AgreementAgreement (including the Disclosure Schedules), executed by the Company; (B) a Secretary’s Certificate as to (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, and (y) a copy of the Company’s current Articles Certificate of Incorporation, Incorporation and Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; and (zE) a copy of the Company’s current Bylaws; (C) the Opinion; and (D) a copy of the press release announcing the transactions contemplated by this Agreement and a copy of the Company’s Current Report on Form 8-K K, as filed with the SEC, describing the transaction contemplated by, by this Agreement and attaching a complete copy of, of the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there have has not been no material adverse changes in any Material Adverse Effect on the Company’s business prospects or financial condition Company since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company;; and (iv) any Required Approval has been obtained.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s parties’ execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement, executed by the Company; (B) a Secretary’s Certificate as to (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (y) a copy of the Company’s current Articles Certificate of Incorporation, and (z) a copy of the Company’s current Bylaws; (C) the Certificate of Designations executed by the Company and accepted by the Secretary of State of Delaware; (D) the Opinion; and (DE) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K of the Company describing the transaction transactions contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there shall have been no material adverse changes in the Company’s business prospects or financial condition Material Adverse Effect since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company;; and (iv) any Required Approval has been obtainedthe representations and warranties of Investor in this Agreement shall be true and correct in all material respects.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s parties’ execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement, executed by the Company; (B) a Secretary’s Certificate as to (xw) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (x) a copy of the Company’s current Certificate of Incorporation, (y) a copy of the Company’s current Articles of IncorporationBylaws, and (z) the incumbency of the persons executing the Transaction Documents; (C) a copy of the Company’s current BylawsCertificate of Designations filed with the Secretary of State of the State of Delaware; (CD) the Opinion; and (DE) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K of the Company describing the transaction transactions contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there shall have been no material adverse changes in the Company’s business prospects or financial condition Material Adverse Effect since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company; (iv) any the Required Approval Approval, if necessary, has been obtained; and (v) the representations and warranties of Investor in this Agreement shall be true and correct in all material respects.

Conditions to Investment Commitment. As a condition precedent to the Commitment Closing, all of the following (the “Conditions to Commitment Closing”) shall have been satisfied prior to or concurrently with the Company’s parties’ execution and delivery of this Agreement: (i) the following documents shall have been delivered to Investor: (A) this Agreement, executed by the Company; (B) a Secretary’s Certificate as to (x) the resolutions of the Company’s board of directors authorizing this Agreement and the Transaction Documents, and the transactions contemplated hereby and thereby, (y) a copy of the Company’s current Articles Certificate of Incorporation, and (z) a copy of the Company’s current Bylaws; (C) a copy of the Certificate of Designations filed with the Secretary of State of the State of Delaware; (D) the Opinion; and (DE) a copy of the press release announcing the transactions contemplated by this Agreement and Current Report on Form 8-K of the Company describing the transaction transactions contemplated by, and attaching a complete copy of, the Transaction Documents; (ii) other than for losses incurred in the ordinary course of business, there shall have been no material adverse changes in the Company’s business prospects or financial condition Material Adverse Effect since the date of the last SEC Report filed by the Company, including but not limited to incurring material liabilities; (iii) the representations and warranties of the Company in this Agreement shall be true and correct in all material respects and the Company shall have delivered an Officer’s Closing Certificate to such effect to Investor, signed by an officer of the Company;; and (iv) any Required Approval has been obtainedthe representations and warranties of Investor in this Agreement shall be true and correct in all material respects.