/Docs/G/YCombinator-SeriesAA/Form/SharePurchase_v01.md
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Conditions to Company's Obligation to Close
The Company's obligation to sell and issue the Shares at each Closing is subject to the fulfillment on or before such Closing of the following conditions, unless waived in writing by the Company:
  1. Representations and Warranties
    The representations and warranties made by the Investors in such Closing in Section 4 shall be true and correct when made and 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 the Agreements to be performed by Investors on or prior to the date of such Closing shall have been performed or complied with in all material respects as of the date of such Closing.
  3. Compliance with Securities Laws
    The Company shall be satisfied that the offer and sale of the Shares and the Conversion Shares shall be qualified or exempt from registration or qualification under all applicable federal and state securities laws (including receipt by the Company of all necessary blue sky law permits and qualifications required by any state, if any).
  4. Restated Certificate
    The Restated Certificate shall have been duly authorized, executed and filed with and accepted by the Secretary of State of {Company.Register.Agent.Adr.State}.
  5. Rights Agreement
    The Company and the Investors shall have executed and delivered the Rights Agreement.