Purchaser Conditions Precedent. The obligations of each Purchaser to consummate the transactions contemplated in Section 2.1 are subject to the satisfaction of the following conditions precedent on or prior to the Closing Date (as defined in Section 2.8): 2.6.1 Issuer and the Collateral Agent will have executed and delivered to the Purchaser this Agreement, and Issuer will have countersigned such Purchaser’s signature page to this Agreement; 2.6.2 Issuer shall have delivered to such Purchaser the Securities to which such Purchaser is entitled as of the Closing Date; 2.6.3 Issuer and the Collateral Agent will have executed and delivered to the Purchaser the Security Agreement and such additional financing statements, collateral assignments and other instruments and documents as may be necessary or prudent, in the reasonable discretion of the Purchaser and the Collateral Agent, to perfect the security interests of the Purchasers under the Security Agreement; 2.6.4 at the Closing, the Issuer shall have delivered a bring-down certificate signed by the Chief Executive Officer of the Issuer to the effect that, as of the Closing Date, (a) the Issuer has performed all obligations required to be performed hereunder at or before the Closing, (b) Issuer has not defaulted hereunder, and (c) all representations and warranties of Issuer herein and in the other Transaction Documents are true and correct as of the Closing Date; 2.6.5 Issuer’s counsel shall have delivered to the Purchaser a legal opinion in substantially the form attached hereto as Exhibit E; and 2.6.6 There shall have occurred no material adverse change in the Issuer’s consolidated business or financial condition since the date of the Issuer’s most recent financial statements filed with the SEC. 2.6.7 There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents. 2.6.8 The Issuer shall have obtained all necessary waivers from Western Commercial Bank (the “Bank”) with respect to its Senior Secured Loan permitting the Issuer to enter into the Transaction Documents. 2.6.9 The Issuer shall have paid the expenses described in 7.1 of this Agreement.
Appears in 1 contract
Purchaser Conditions Precedent. The obligations of each Purchaser to consummate the transactions contemplated in Section 2.1 are subject to the satisfaction of the following conditions precedent on or prior to the Closing Date (as defined in Section 2.8):
2.6.1 Issuer and the Collateral Agent will have executed and delivered to the Purchaser this Agreement, and Issuer will have countersigned such Purchaser’s signature page to this Agreement;
2.6.2 Issuer shall have executed and delivered to such the Purchaser and the Placement Agent the Registration Rights Agreement and Issuer shall have executed to the Purchasers the Securities to which such Purchaser is entitled entitles as of the Closing Date;
2.6.3 Issuer and the Collateral Agent will have executed and delivered to the Purchaser the Security Agreement and such additional financing statements, collateral assignments and other instruments and documents as may be necessary or prudent, in the reasonable discretion of the Purchaser and the Collateral Agent, to perfect the security interests of the Purchasers under the Security Agreement;
2.6.4 Issuer, the Placement Agent and the Escrow Agent will have executed and delivered to the Purchaser the Escrow Agreement;
2.6.5 Issuer shall have accepted subscriptions for and a cumulative Subscription Price of at least $2,000,000 must be available for release by Escrow Agent to Issuer;
2.6.6 at the Closing, the Issuer shall have delivered a bring-down certificate signed by the Chief Executive Officer of the Issuer to the effect that, as of the Closing Date, (a) the Issuer has performed all obligations required to be performed hereunder at or before the Closing, (b) Issuer has not defaulted hereunder, and (c) all representations and warranties of Issuer herein and in the other Transaction Documents are true and correct as of the Closing Date;
2.6.5 2.6.7 Issuer’s counsel shall have delivered to the Purchaser a legal opinion in substantially the form attached hereto as Exhibit EG; and
2.6.6 2.6.8 Each director and officer shall have delivered to the Purchaser a lock-up agreement in substantially the form attached hereto as Exhibit H.
2.6.9 There shall have occurred no material adverse change in the Issuer’s consolidated business or financial condition since the date of the Issuer’s most recent financial statements filed with the SEC.
2.6.7 2.6.10 There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents.
2.6.8 2.6.11 The Issuer shall have obtained all necessary waivers from Western Commercial Bank (the “Bank”) with respect to its Senior Secured Loan permitting the Issuer to enter into the Transaction Documents.
2.6.9 2.6.12 The Issuer shall have paid the expenses described in 7.1 of this Agreement.
2.6.13 The Issuer shall have entered into new agreements or amended its existing agreements with the Bank regarding an accounts receivable line of credit from the Bank on terms satisfactory to the Purchasers.
Appears in 1 contract
Purchaser Conditions Precedent. The obligations of each Purchaser to consummate the transactions contemplated in Section 2.1 are subject to the satisfaction of the following conditions precedent on or prior to the date of the relevant Closing Date (as defined in Section 2.8):
2.6.1 Issuer’s obligation to offer preemptive rights pursuant to Section 4.6 of the Common Stock and Warrant Purchase Agreement dated August 21, 2006 (the “2006 Agreement”), among VuBotics, Inc., a Nevada corporation (as predecessor by merger of Issuer), and the purchasers who are parties thereto (the “2006 Purchasers”) will have been fulfilled or otherwise settled to the reasonable satisfaction of the parties thereto;
2.6.2 the liquidated damages owed to the 2006 Purchasers pursuant to Section 1.5 of the Registration Rights Agreement dated August 21, 2006 among the parties referenced above in Section 2.6.1 will have been paid or otherwise settled;
2.6.3 Issuer and the Collateral Agent will have executed and delivered to the Purchaser this Agreement, and Issuer will have countersigned such Purchaser’s signature page to this Agreement;
2.6.2 2.6.4 Issuer shall will have executed and delivered to such the Purchaser and the Securities to which such Purchaser is entitled as of placement agents the Closing DateRegistration Rights Agreement;
2.6.3 2.6.5 Issuer and the Collateral Agent will have executed and delivered to the Purchaser the Security Agreement and such additional financing statements, collateral assignments and other instruments and documents as may be necessary or prudent, in the reasonable discretion of the Purchaser and the Collateral Agent, to perfect the security interests of the Purchasers under the Security Agreement;
2.6.4 at 2.6.6 Issuer and Escrow Agent will have executed and delivered to the Closing, Purchaser the Escrow Agreement;
2.6.7 Issuer shall have delivered accepted subscriptions for and a cumulative Subscription Price of at least $800,000 must be available for release by Escrow Agent to Issuer;
2.6.8 after receiving the cumulative Subscription Price to be paid at such Closing, Issuer must not have received a cumulative Subscription Price at all Closings in excess of $2,000,000 (excluding any amounts received as a Subscription Price from these 2006 Purchasers exercising their preemptive rights as referenced in Section 2.6.1);
2.6.9 at each Closing, Issuer must deliver a bring-down certificate signed by the Chief Executive Officer an officer of the Issuer to the effect that, as of the Closing Datedate of such Closing, (a) the Issuer has performed all obligations required to be performed hereunder at or before the such Closing, (b) Issuer has not defaulted hereunder, and (c) all representations and warranties of Issuer herein and in the other Transaction Documents are true and correct as of the Closing Date;date of such Closing; and
2.6.5 2.6.10 Issuer’s counsel shall will have delivered to the Purchaser a legal opinion in substantially the form attached hereto as Exhibit E; and
2.6.6 There shall have occurred no material adverse change in the Issuer’s consolidated business or financial condition since the date of the Issuer’s most recent financial statements filed with the SEC.
2.6.7 There shall be no injunction, restraining order or decree of any nature of any court or governmental authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the other Transaction Documents.
2.6.8 The Issuer shall have obtained all necessary waivers from Western Commercial Bank (the “Bank”) with respect to its Senior Secured Loan permitting the Issuer to enter into the Transaction Documents.
2.6.9 The Issuer shall have paid the expenses described in 7.1 of this Agreement.G.
Appears in 1 contract