Common use of Acceptance Offering Term and Closing Procedures Clause in Contracts

Acceptance Offering Term and Closing Procedures. (a) Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the "Transaction Documents"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing (as defined below), the Subscriber may, on or prior to the Closing, at its sole and absolute discretion, elect not to purchase the Units. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) failure to effectuate the Initial Closing (as defined below) on or prior to December 31, 2013 (unless extended in the discretion of the Board of Directors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect.

Acceptance Offering Term and Closing Procedures. (a) Acceptance or Rejection. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement, the Warrant, the Registration Rights Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, the "Transaction Documents"), the Subscriber shall be legally bound to purchase the Units pursuant to the terms and conditions set forth in this Agreement. For the avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing (as defined below)Closing, the Subscriber may, on or prior to the ClosingClosing (as defined below), at its sole and absolute discretion, elect not to purchase the UnitsUnits and provide instructions to the escrow agent under the Escrow Agreement to receive the full and immediate refund of the Aggregate Purchase Price. The Subscriber understands and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the SubscriberSubscriber as provided for herein; or (iii) failure to effectuate the Initial Closing (as defined below) an initial closing on or prior to December 31May 1, 2013 2014 (unless extended not more than 30 Business Days, as that term is defined below, beyond May 1, 2014 in the sole discretion of the Board board of Directorsdirectors of the Company) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effect, and the parties shall take all steps, including the execution of instructions to the escrow agent, to ensure that the Aggregate Purchase Price held in accordance with the Escrow Agreement shall promptly be returned or caused to be returned to the Subscriber without interest thereon or deduction therefrom.

Acceptance Offering Term and Closing Procedures. (a) Acceptance or Rejection. Subject to fullSection 2(b), faithful the subscription period will begin as of the date of the PPM and punctual performance will terminate at 11:59 PM Eastern Time, on the earliest of: (i) December 15, 2007, or such later date to which the Company, in its sole discretion, may agree to extend the Offering (provided such date shall be no later than January 31, 2008); and discharge (ii) such earlier date as of which the Company terminates the Offering in its sole discretion (the “Termination Date”). The minimum subscription amount from any subscriber in the Offering is $25,000, although the Company may, in its discretion, accept subscriptions for less than $25,000. (b) The Subscriber will (i) if paying for Units in cash, contemporaneously with execution of this Agreement, effect a wire transfer in the full amount of the purchase price for the Units to the Company’s escrow account in accordance with the wire instructions attached as Exhibit E to the PPM or deliver to the Placement Agent a certified check, payable to the order of “Signature Bank, as escrow agent for Clear Skies Group, Inc.,” in payment of the purchase price for the Units or (ii) if paying for Units by Debt Exchange, execute such documents as are reasonably requested by the Company of all of its dutiesto evidence such Debt Exchange and, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between at or prior to the Subscriber and closing for Units purchased by such Debt Exchange, surrender to the Company relating the debt security(ies) which evidence the principal or interest amounts to be so exchanged. (c) Pending the sale of the Units, all funds paid hereunder shall be deposited by the Company in escrow with the Escrow Agent. If the Company shall not have obtained subscriptions and reconfirmations (including this subscription) for the Minimum Offering on or before the Termination Date (as such date may be extended by the Company), then this subscription (collectively, the "Transaction Documents"), shall be void and all funds paid hereunder by the Subscriber shall be legally bound to purchase the Units pursuant promptly returned without interest to the terms and conditions set forth in this Agreement. For the avoidance of doubtSubscriber, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Documents, which shall have been performed or otherwise discharged prior to the Closing (as defined below), same account from which the Subscriber may, funds were drawn. If subscriptions are received and accepted and payment tendered for the Minimum Offering on or prior to the ClosingTermination Date, then all subscription proceeds which have been reconfirmed by subscribers (less fees and expenses) shall be paid over to Pubco upon Pubco’s demand therefore made at any time after the amount of good funds in escrow which have been reconfirmed equals or exceeds the Minimum Offering. In such event, sales of the Units may continue thereafter until the Termination Date, with subsequent releases of funds from time to time at the discretion of the Company. (d) The Subscriber hereby authorizes and directs the Company and the Placement Agent to deliver any certificates or other written instruments representing the Units to be issued to such Subscriber pursuant to this Agreement to the address indicated on the signature page hereof. (e) The Subscriber hereby authorizes and directs the Company, the Escrow Agent and the Placement Agent to return any funds, without interest, for unaccepted subscriptions to the same account from which the funds were drawn. (f) If the Subscriber is not a United States person, such Subscriber shall immediately notify the Company and the Subscriber hereby represents that the Subscriber is satisfied as to the full observance of the laws of its sole jurisdiction in connection with any invitation to subscribe for the Units or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Units, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and absolute discretion(iv) the income tax and other tax consequences, elect not if any, that may be relevant to purchase the purchase, holding, redemption, sale or transfer of the Units. The Such Subscriber understands further represents and agrees warrants that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance subscription and payment for, and continued beneficial ownership of, the Units will not violate any applicable securities or other laws of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) failure to effectuate the Initial Closing (as defined below) on or prior to December 31, 2013 (unless extended in the discretion of the Board of Directors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter be terminated and have no force or effectjurisdiction.

Acceptance Offering Term and Closing Procedures. (a) Acceptance or Rejection. i. Subject to full, faithful and punctual performance and discharge by the Company of all of its duties, obligations and responsibilities as set forth in this Agreement and any other agreement entered into between the Subscriber and the Company relating to this subscription (collectively, collectively the "“Transaction Documents")”) to be performed or discharged on or prior to the closing, in which such Subscriber participates, the Subscriber shall be legally bound to purchase the Units Shares pursuant to the terms and conditions set forth in this Agreement. For the avoidance Avoidance of doubt, upon the occurrence of the failure by the Company to fully, faithfully and punctually perform and discharge any of its duties, obligations and responsibilities as set forth in any of the Transaction Transactions Documents, which shall have been performed or otherwise discharged prior to the Closing (as defined below), the Subscriber may, on or prior to the ClosingClosings, at its sole and absolute discretion, elect not to purchase the UnitsShares and provide instructions to the Company to receive the full and immediate refund of the Aggregate Purchase Price. ii. Closings of this Offering will occur upon acceptance of each Agreement by the Company (each a “Closing Date”). The Offering will continue until the Termination Date. The Shares purchased by the Subscriber will be delivered by the Company promptly following each Closing Date. iii. The Subscriber understands acknowledges and agrees that the Company reserves the right to reject this subscription for Units in whole or part in any order at any time prior to the Closing for any reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance of the Subscriber’s subscription. In the event the Closing does not take place because of (i) the rejection of subscription for Units by the Company; or (ii) the election not to purchase the Units by the Subscriber; or (iii) failure to effectuate the Initial Closing (as defined below) on or prior to December 31, 2013 (unless extended in the discretion of the Board of Directors) for any reason or no reason, this Agreement and any other Transaction Documents shall thereafter documents delivered in connection herewith will be terminated held by the Company. Prior to the Company’s execution, in the event that this Agreement is not accepted by the Company for whatever reason, which the Company expressly reserves the right to do, the Agreement, the Aggregate Purchase Price received (without interest thereon or deduction therefrom) and have no force or effectany other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Agreement.