Common use of Additional Closings Clause in Contracts

Additional Closings. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing, the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions: (a) The Company shall have executed the Transaction Documents applicable to the Additional Closing and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. (c) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (d) No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents. (e) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.

Additional Closings. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing, the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions: (a) The Company shall have executed the Transaction Documents applicable to the Additional Closing and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. (c) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (d) No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents. (e) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require required to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.

Additional Closings. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing, the The obligation of the Buyer Company hereunder to accept issue and purchase sell the Debentures Additional Notes to each Buyer at any each Additional Closing is subject to the satisfaction, at or before the applicable Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) The Company Such Buyer shall have executed each of the Transaction Documents applicable to the Additional Closing which it is a party and delivered the same to the BuyerCompany. (bii) Such Buyer shall have delivered to the Company the applicable Additional Purchase Price (less, in the case of Gramercy, the amounts withheld pursuant to Section 4(g)) for the applicable Additional Notes being purchased by such Buyer at the applicable Additional Closing by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company. (iii) The representations and warranties of the Company such Buyer shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the applicable Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date which shall be true and correct as of such specified date) ), and the Company such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company such Buyer at or prior to the applicable Additional Closing Date. (c) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (d) No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents. (e) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.

Additional Closings. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing, the The obligation of the Buyer Company hereunder to accept issue and purchase the Debentures sell Additional Notes and Warrants to each Buyer at any each Additional Closing is subject to the satisfaction, at or before the such Additional Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (ai) The Company Such Buyer shall have executed the Transaction Documents applicable delivered to the Company the Additional Purchase Price (less, in the case of Iroquois, the amounts withheld pursuant to Section 4(g) with respect to such Additional Closing) for the Additional Notes and Warrants being purchased by such Buyer at such Additional Closing and delivered the same by wire transfer of immediately available funds pursuant to the Buyerwire instructions provided by the Company. (bii) The representations and warranties of the Company such Buyer shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the such Additional Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date) date or time, which shall be true and correct as of such date or time (as the Company case may be)), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company such Buyer at or prior to the such Additional Closing Date. (c) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (d) No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents. (e) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.

Additional Closings. Provided Each Additional Closing (if any) shall take place at the Buyer is offices of Weil, Gotshal & Mangxx XXX, 767 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 10:00 a.m. (local time) on the date specified in the notice delivered by the Company to purchase additional Debentures in accordance with the Purchaser Representative pursuant to Section 4.4 1.3(b), or at an such other place as may be mutually agreed to by the Company and the Purchaser Representative. (a) At each Additional Closing, the obligation of the Buyer hereunder Purchasers to accept and purchase the Debentures at any Additional Closing is Securities shall be subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions: (ai) The Company shall have executed Each of the Transaction Documents applicable to the Additional Closing and delivered the same to the Buyer. (b) The representations and warranties of the Company contained in this Agreement and in any other Transaction Document shall be true and correct in all material respects (at and as of the date of such Additional Closing as though made at and on such date, except to the extent that any of such representations and warranties are already qualified as representation or warranty expressly relates to materiality in Article VI abovean earlier date, in which case, such representations and warranties representation or warranty shall be have been true and correct in all material respects without further qualification) as of the date when made at and as of the Additional Closing Date as though made at that time such earlier date. (except for representations and warranties that speak as of a specific dateii) and the The Company shall have performed, satisfied performed and complied in all material respects with the covenants, agreements and conditions required by covenants in this Agreement and any other Transaction Document required to be performed, satisfied performed or complied with by the Company it at or prior to the such Additional Closing DateClosing. (ciii) No event There shall not have occurred which any event or change that has had or could reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect. (d) No default Effect or Event of Default shall have occurred and has resulted or could reasonably be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents. (e) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.expected to

Additional Closings. Provided (i) In the Buyer is event that Stockholder Approval shall have been obtained on or prior to purchase additional Debentures in accordance with Section 4.4 February 1, 1998, for a period of 30 months after the date thereof, upon at an Additional Closingleast 30 days notice, the obligation of the Buyer hereunder Company shall be entitled from time to accept and purchase the Debentures at any Additional Closing is time, subject to the satisfactionconditions herein, at to require EIS to purchase all or before part of the Additional Closing DateSeries C Preferred Stock. The Series C Preferred Stock shall be redeemable and convertible in the same manner and subject to the same other conditions as the Series B Preferred Stock; provided that the issuance and conversion prices of each share of Series C Preferred Stock shall be equal to ten times the average of the last traded price for the shares of Common Stock as reported by the Nasdaq Stock Market for 10 consecutive trading days ending on the day that is two business days prior to the date of such issuance . In the event that Stockholder Approval has not been obtained on or prior to February 1, 1998, EIS, in its sole discretion, shall be entitled to deem such lack of approval as a rejection of the Proposal (as defined in Section 4(f)) by the Company's stockholders. (ii) It shall be a condition to EIS's obligation to purchase any Series C Preferred Stock that (A) each of the following conditions: (a) The Company shall have executed the Transaction Documents applicable to the Additional Closing and delivered the same to the Buyer. (b) The representations and warranties of the Company set forth in Section 2(a), (b)(iii), (c), (d) and (l) shall be true and correct in all material respects (except as if the date hereof were the proposed funding date thereof; provided, that any reference to the extent that Quarterly Report shall refer to the most recent quarterly report on Form 10-Q and/or any report filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the "Exchange Act"), required to be filed by the Company under applicable law immediately prior to such funding date and SEC Filings shall refer to all filings required to be made by the Company under applicable law on or prior to such date, (B) there shall be no default or breach in any material respect by the Company of a material obligation under any of such representations the Transaction Documents or any other agreement between the Company or any of its affiliates, on the one hand, and warranties are already qualified as to materiality in Article VI aboveEIS or any of their affiliates, in which caseon the other hand, such representations and warranties shall be true and correct in all respects without further qualification(C) as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied executed and complied in all material respects with the covenants, agreements delivered to EIS each document or instrument that shall be customary and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. (c) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (d) No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents. (e) The Company shall have executed appropriate for such other agreements, certificates, confirmations or resolutions as the Buyer may require to consummate the transactions contemplated by this Agreement and the Transaction Documentstransaction, including a closing statement duly executed and joint disbursement instructions as may be required by Buyerdelivered counterparts of certificates for the Series C Preferred Stock.

Additional Closings. Provided the Buyer is to purchase additional Debentures in accordance with Section 4.4 at an Additional Closing, the obligation of the Buyer hereunder to accept and purchase the Debentures at any Additional Closing is subject to the satisfaction, at or before the Additional Closing Date, of each of the following conditions: (a) The Company shall have executed the Transaction Documents applicable to the Additional Closing and delivered the same to the Buyer. (b) The representations and warranties of the Company shall be true and correct in all material respects (except to the extent that any of such representations and warranties are already qualified as to materiality in Article VI above, in which case, such representations and warranties shall be true and correct in all respects without further qualification) as of the date when made and as of the Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Additional Closing Date. (c) No event shall have occurred which could reasonably be expected to have a Material Adverse Effect. (d) No default or Event of Default shall have occurred and be continuing under this Agreement or any other Transaction Documents, and no event shall have occurred that, with the passage of time, the giving of notice, or both, would constitute a default or an Event of Default under this Agreement or any other Transaction Documents. (e) The Buyer shall have approved the Project to be funded from the proceeds of the Additional Closing and the budget for such Project. (f) The Buyer shall have confirmed that the Company has the Company Project Funds available for the Project to be funded from the proceeds of the Additional Closing. (g) The Company shall have executed such other agreements, certificates, confirmations or resolutions as the Buyer may require required to consummate the transactions contemplated by this Agreement and the Transaction Documents, including a closing statement and joint disbursement instructions as may be required by Buyer.