Page 28 of 67 SEC Filing
(a)
The representations and warranties made by the Company in Section 4 hereof qualified as to materiality shall be true
and correct at all times prior to and on the Initial Closing Date, except to the extent any such representation or warranty expressly
speaks as of an earlier date, in which case such representation or warranty shall be true and correct as of such earlier date,
and, the representations and warranties made by the Company in Section 4 hereof not qualified as to materiality shall be
true and correct in all material respects at all times prior to and on the Initial Closing Date, except to the extent any such
representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true
and correct in vall material respects as of such earlier date. The Company shall have performed in all material respects all obligations
and conditions herein required to be performed or observed by it on or prior to the Initial Closing Date.
(b)
The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or appropriate
for consummation of the purchase and sale of the Shares, the Debenture, the Warrants and the consummation of the other transactions
contemplated by the Transaction Documents to be consummated on or prior to the Initial Closing Date, all of which shall be in full
force and effect.
(c)
No judgment, writ, order, injunction, award or decree of or by any court, or judge, justice or magistrate, including any
bankruptcy court or judge, or any order of or by any governmental authority, shall have been issued, and no action or proceeding
shall have been instituted by any governmental authority, enjoining or preventing the consummation of the transactions contemplated
hereby or in the other Transaction Documents.
(d)
The Company shall have delivered a certificate, executed on behalf of the Company by its Chief Executive Officer or its
Chief Financial Officer, dated as of the Initial Closing Date, certifying to the fulfillment of the conditions specified in subsections
(a), (b), (c) and (g) of this Section 6.1.
(e)
The Company shall have delivered a certificate, executed on behalf of the Company by its Secretary, dated as of the Initial
Closing Date, certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated
by this Agreement and the other Transaction Documents, and the issuance of the Securities, certifying the current versions of the
Certificate of Incorporation and Bylaws of the Company and certifying as to the signatures and authority of Persons signing the
Transaction Documents and related documents on behalf of the Company.
(f)
The Investors shall have received an opinion from Dorsey & Whitney LLP, the Company’s counsel, dated as of the
Initial Closing Date, in form and substance reasonably acceptable to the Investors and addressing such legal matters as the Investors
may reasonably request.
(g)
No stop order or suspension of trading shall have been imposed by the SEC or any other governmental or regulatory body with
respect to public trading in the Common Stock.
(h)
The Company shall have executed and delivered to the Investors the Nomination and Voting Agreement.
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