Common use of Conditions to Purchaser’s Obligation to Purchase Clause in Contracts

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Debenture on the Closing Date is subject to the satisfaction of each of the following conditions, provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in Purchaser's sole discretion: (a) The Company shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to Purchaser. (b) The Company shall have delivered to Purchaser a duly executed Debenture in the principal amount being purchased by Purchaser in accordance with Section 1(b) above. (c) The representations and warranties of the Company shall be true and correct as of the Closing Date and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by 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.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Debenture on Shares at the Closing Date is subject to the satisfaction satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in Purchaser's its sole discretion:. (a) The Company a. APLS shall have executed the signature page to this Agreement and the Registration Rights Agreement, and delivered the same to Purchaser. (b) The Company b. APLS shall have delivered to Purchaser a duly executed Debenture Note and Warrant (in the principal amount being purchased by such denominations as Purchaser shall reasonably request) in accordance with Section 1(b) above. (c) c. The representations and warranties of the Company APLS shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and the Company warranties that speak as of a specific date) and APLS shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company APLS at or prior to the Closing Date. (d) d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall 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.

Conditions to Purchaser’s Obligation to Purchase. The obligation of Purchaser hereunder to purchase the Debenture Purchased Debentures on the Closing Date is subject to the satisfaction satisfaction, on or before the Closing Date, of each of the following conditions, provided provided, that these conditions are for Purchaser's sole benefit and may be waived by Purchaser at any time in Purchaser's its sole discretiondiscretion by providing Seller with prior written notice thereof: (a) The Company On or prior to the Closing Date, each Seller shall have executed delivered to the signature page to this Agreement and Escrow Agent the Registration Rights Agreement, and delivered the same to PurchaserPurchased Debentures being purchased in such Closing. (b) The Company On or prior to the Closing Date, each Seller shall have delivered to Purchaser a duly executed Debenture in the principal amount being purchased by Purchaser in accordance with Section 1(b) aboveEscrow Agent the Outstanding Warrants. (c) On or prior to the Closing Date, the Company shall have raised gross proceeds of at least $10,000,000 in a financing transaction (the “Financing”). (d) The representations and warranties of the Company each Seller shall be true and correct in all material respects (other than representations and warranties that are already qualified by materiality which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and the Company warranties that speak as of a specific date which shall be true as of such specified date), and each Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company Seller at or prior to the Closing Date. (d) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by 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.

Conditions to Purchaser’s Obligation to Purchase. (a) The obligation of Purchaser hereunder to purchase the Debenture on Common Shares at the Closing Date is subject to the satisfaction satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for Purchaser's ’s sole benefit and may be waived by the Purchaser at any time in Purchaser's its sole discretiondiscretion by providing the Company with prior written notice thereof: (ai) The Company shall have duly executed and delivered to the signature page Purchaser (A) each of the Transaction Documents and (B) the Common Shares being purchased by the Purchaser at the Closing pursuant to this Agreement and the Registration Rights Agreement, and delivered the same to Purchaser. (b) The Company shall have delivered to Purchaser a duly executed Debenture in the principal amount being purchased by Purchaser in accordance with Section 1(b) above. (cii) The representations and warranties of the Company shall be true and correct as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the Closing Date. (diii) No statute, rule, regulation, executive order, decree, ruling or injunction The Company shall have been enactedobtained all governmental, enteredregulatory or third party consents and approvals, promulgated or endorsed by any court or governmental authority if any, necessary for the sale of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits Common Shares. (iv) The Company shall have delivered to the consummation of any of Purchaser such other documents relating to the transactions contemplated by this AgreementAgreement as the Purchaser or its counsel may reasonably request.