Common use of Additional Closings Clause in Contracts

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial Closing). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note at an Additional Closing, each Investor receiving such Notes represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing date.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingNovember 30, 2012). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, Note against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes that may be issued at Closings hereunder shall shall, when added to the aggregate principal amount of Notes issued to the Early Investors, in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Subordinated Secured Notes and Warrants to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingApril 1, 2012). At each Additional Closing, the Company shall deliver to each Investor purchasing Subordinated Secured Notes for cash at such closing a Subordinated Secured Note in the face amount of the purchase price paid by such Investor for such Subordinated Secured Note, and a Warrant to purchase a number of shares of Common Stock corresponding to one hundred percent (100%) of the number of shares of Common Stock issuable upon conversion of such Subordinated Secured Note, against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Subordinated Secured Notes that may be issued at Closings hereunder shall shall, when added to the aggregate principal amount of Subordinated Secured Notes issued to the October 2011 Investors, in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Subordinated Secured Notes and Warrants to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Subordinated Secured Notes and Warrants to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingNovember 25, 2013). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing a Note certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the face amount of the purchase price paid by such Investor for such Note, column entitled “Purchase Price” against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingSeptember 16, 2013). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing a Note certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the face amount of the purchase price paid by such Investor for such Note, column entitled “Purchase Price” against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingOctober 15, 2012). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, Note against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”,” and, and collectively with the Initial Closing, the “Closings”, ,” and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after December 9, 2016, or upon the Initial Closingwithdrawal of this offering by the Board of Directors of the Company, whichever occurs sooner). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing additional closing, a Note certification in the face amount book-entry form representing such number of the purchase price paid by Shares as is set forth opposite such Investor for such Note, Investor’s name on Schedule A hereto against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingApril 30, 2013). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing a Note certificate or certification representing such number of Shares as is in set forth opposite such Investor’s name on Schedule A under the face amount of the purchase price paid by such Investor for such Note, column entitled “Purchase Price” against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. (a) The obligations of the Purchaser to purchase the Second Note, the Third Note and the Fourth Note at each Additional Closing are subject to satisfaction (or written waiver) at or prior to such Additional Closing of the following conditions: (i) The Company shall have provided the rightPurchaser with evidence reasonably satisfactory to the Purchaser of the occurrence of the Second Funding Threshold, the Third Funding Threshold or the Fourth Funding Threshold (as applicable). (ii) The representations and warranties of the Company contained in Article 4 of this Agreement (as supplemented and amended in accordance with Section 6.5(c)) shall be accurate, true and correct on one or more occasions, to hold additional closings (each, an “and as of the Additional Closing”Closing Date, and collectively with the Initial Closingevents or circumstances underlying the need for such supplements or amendments shall not have a Material Adverse Effect on the Company. (iii) All acts or covenants required hereunder to be performed by the Company at or prior to the Additional Closing shall have been fully performed by it in all material respects. (iv) The Company shall have provided the Purchaser sufficient opportunity to ask questions and receive answers from the officers of the Company regarding the Securities, the “Closings”Company and its business, prospects and individuallyfinancial condition, for purposes of Purchaser providing the representation and warranty contained in Section 3.5 hereof. (v) The Company shall have delivered to the Purchaser a “Closing”certificate of the Company dated as of the Additional Closing Date, executed by a duly authorized officer of the Company, certifying as to the satisfaction of the conditions set forth in Sections 2.3(a)(i), pursuant 2.3(a)(ii), 2.3(a)(iii) and 2.3(a)(iv). (b) The obligations of the Company to which it issue the Second Note, the Third Note and the Fourth Note at each Additional Closing are subject to satisfaction (or written waiver) at or prior to such Additional Closing of the following conditions: (i) The representations and warranties of the Purchaser contained in Article 3 of this Agreement, subject however to Section 2.3(a)(iv), shall be accurate, true and correct in all material respects at and as of the Additional Closing Date. (ii) All acts or covenants required hereunder to be performed by the Purchaser at or prior to the Additional Closing shall have been fully performed by it in all material respects. (iii) The Purchaser shall have delivered to the right Company a certificate of the Purchaser dated as of the Additional Closing Date, executed by a duly authorized officer of the Purchaser, certifying as to issue the satisfaction of the conditions set forth in Sections 2.3(b)(i) and sell additional Notes to additional Investors or existing Investors 2.3(b)(ii). (provided that no Additional Closings shall take place later than six (6c) months after the Initial Closing). At each Additional Closing, the Company shall issue and deliver to the Purchaser the Second Note, the Third Note or the Fourth Note (as applicable), in each Investor purchasing Notes for cash at such closing a Note case, duly registered in the face amount name of the Purchaser or its nominee, against payment by the Purchaser of Five Hundred Thousand Dollars ($500,000.00) as the purchase price paid therefor (such amount to be delivered by such Investor for such Note, against receipt of a check subject to collection or a the Purchaser by wire transfer in immediately available funds to such account of the purchase price, to an account Company as has been designated in writing by the Company. By receiving a Note at an Additional Closing, each Investor receiving such Notes represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing date).

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after February14, 2014 or upon the Initial Closingwithdrawal of this offering by the Board of Directors, whichever occurs sooner). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such closing a Note in certificate or certification representing such number of Shares as is set forth opposite such Investor’s name on Schedule A under the face amount of the purchase price paid by such Investor for such Note, column entitled “Purchase Price” against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Share Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Subordinated Secured Notes and Warrants to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingApril 1, 2012). At each Additional Closing, the Company shall deliver to each Investor purchasing Subordinated Secured Notes for cash at such closing a Subordinated Secured Note in the face amount of the purchase price paid by such Investor for such Subordinated Secured Note, and a Warrant to purchase a number of shares of Common Stock corresponding to fifty percent (50%) of the number of shares of Common Stock issuable upon conversion of such Subordinated Secured Note, against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Securities at an Additional Closing, each Investor so receiving such Notes Securities thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Subordinated Secured Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Subordinated Secured Notes and Warrants to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Subordinated Secured Notes and Warrants to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”,” and, and collectively with the Initial Closing, the “Closings”, ,” and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes Shares to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after July 31, 2014, unless extended by the Initial ClosingBoard or upon the withdrawal of this offering by the Board, whichever occurs sooner). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash Shares at such additional closing a Note in the face amount certificate or certification representing such number of the purchase price paid by Shares as is set forth opposite such Investor for such Note, Investor’s name on Schedule A hereto against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note Shares at an Additional Closing, each Investor so receiving such Notes Shares thereby represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate principal amount of Notes Shares that may be issued at Closings hereunder shall shall, in no event exceed the Note Board approved Share Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay cash for the Notes Shares to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes Shares to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing dateDate.

Additional Closings. The Company shall have the right, on one or more occasions, to hold additional closings (each, an “Additional Closing”, and collectively with the Initial Closing, the “Closings”, and individually, a “Closing”), pursuant to which it shall have the right to issue and sell additional Notes to additional Investors or existing Investors (provided that no Additional Closings shall take place later than six (6) months after the Initial ClosingSeptember 30, 2015). At each Additional Closing, the Company shall deliver to each Investor purchasing Notes for cash at such closing a Note in the face amount of the purchase price paid by such Investor for such Note, against receipt of a check subject to collection or a wire transfer in immediately available funds of the purchase price, to an account designated by the Company. By receiving a Note at an Additional Closing, each Investor receiving such Notes represents that its representations and warranties contained in Section 3 are true and correct as of the date of such Additional Closing. The aggregate amount of Notes that may be issued at Closings hereunder shall in no event exceed the Note Cap Amount. The Company shall have the right to update Schedule A in order to add information regarding Additional Closings, which shall not be deemed to be an amendment to this Agreement. The obligation of each Investor to purchase and pay for the Notes to be delivered at a Closing is, unless waived by such Investor, subject to the condition that the Company’s representations and warranties contained in Section 2 are true, complete and correct on and as of such Closing date. The obligation of the Company to sell and issue Notes to be delivered at a Closing is, unless waived by the Company, subject to the condition that the relevant Investor’s representations and warranties contained in Section 3 are true, complete and correct on and as of the applicable Closing date.