/Docs/G/YCombinator-SeriesAA/Form/SharePurchase_v01.md
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Conditions to Investors' Obligations to Close
Each Investor's obligation to purchase the Shares at a Closing is subject to the fulfillment on or before the Closing of each of the following conditions, unless waived in writing by the applicable Investor purchasing the Shares in such Closing:
  1. Representations and Warranties
    The representations and warranties made by the Company in Section 3 (as modified by the disclosures on the Schedule of Exceptions) shall be true and correct in all material respects as of the date of such Closing.
  2. Covenants
    All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.
  3. Blue Sky
    The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Shares and the Conversion Shares.
  4. Restated Certificate
    The Restated Certificate shall have been duly authorized, executed and filed with and accepted by the Secretary of State of the State of Delaware.
  5. Rights Agreement
    The Company and the Investors shall have executed and delivered the Rights Agreement.