Common use of Closing and Delivery of the Shares and Funds Clause in Contracts

Closing and Delivery of the Shares and Funds. (a) The Closing shall take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (i) each Purchaser shall deliver to the Company, via wire transfer in accordance with the instructions provided by the Company, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under the column titled “Subscription Amount” on Schedule A hereto, and (ii) the Company shall deliver, or caused to be delivered, to each Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer Agent. (b) The Company’s obligation to issue and sell the Shares to each Purchaser and each Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, (ii) no objection shall have been raised by the Nasdaq Stock Market LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and (iii) the Rights Offering shall have been completed.

Closing and Delivery of the Shares and Funds. (a) The Closing shall take place at the offices of Xxxxxxx Coie Fox Rothschild LLP, 0000 Xxxxxxx Xxxx XxxxCity Center, 30 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxXxxxxxxxxxx, Xxxxxxxxxx XX 00000, or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (i) each Purchaser shall deliver to the Company, via check or wire transfer in accordance with the instructions provided by the Company, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under on the column titled “Subscription Amount” on Schedule A signature page of this Agreement hereto, and (ii) the Company shall deliver, or caused cause to be delivered, to each Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer AgentAgent or such other method approved by the Purchaser. (b) The Company’s obligation to issue and sell the Shares to each Purchaser and each Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and (ii) no objection shall have been raised by the Nasdaq Stock Market LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and (iii) the Rights Offering shall have been completedAgreement.

Closing and Delivery of the Shares and Funds. (a) The Closing shall take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxxxx Xxxx XxxxXX Xxxxx Xxxxxx, Xxxxx 0000Xxxxx, Xxx XxxxxxxXxxxxxxx, Xxxxxxxxxx Xxxxxx 00000, or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (i) each the Purchaser shall deliver to the Company, via wire transfer in accordance with the instructions provided by the Company, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under the column titled “Subscription Amount” on Schedule A hereto, and (ii) the Company shall deliver, or caused deliver irrevocable instructions to be delivered, to each Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer AgentAgent instructing the Transfer Agent to deliver via The Depository Trust Company Deposit or Withdrawal at Custodian system the Shares, registered in the name of Purchaser. (b) The Company’s obligation to issue and sell the Shares to each the Purchaser and each the Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and (ii) no objection shall have been raised by the Nasdaq NASDAQ Stock Market Market, LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and (iii) the Rights Offering shall have been completedAgreement.

Closing and Delivery of the Shares and Funds. (a) The Closing shall take place at the offices of Xxxxxxx Coie Fox Rothschild LLP, 0000 Xxxxxxx Xxxx XxxxCity Center, 30 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxXxxxxxxxxxx, Xxxxxxxxxx XX 00000, or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (i) each Purchaser shall deliver to the Company, via check or wire transfer in accordance with the instructions provided by the Company, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under on the column titled “Subscription Amount” on Schedule A signature page of this Agreement hereto, and (ii) the Company shall deliver, or caused to be delivered, to each Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer AgentAgent or such other method approved by the Purchaser. (b) The Company’s obligation to issue and sell the Shares to each Purchaser and each Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and (ii) no objection shall have been raised by the Nasdaq Stock Market LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and (iii) the Rights Offering shall have been completedAgreement.

Closing and Delivery of the Shares and Funds. (a) The Closing shall take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxxxx Xxxx XxxxXX Xxxxx Xxxxxx, Xxxxx 0000Xxxxx, Xxx XxxxxxxXxxxxxxx, Xxxxxxxxxx Xxxxxx 00000, or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (i) each the Purchaser shall deliver to the Company, via wire transfer in accordance with the instructions provided by the Companytransfer, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under the column titled “Subscription Amount” on Schedule A hereto, and (ii) the Company shall deliver, or caused deliver irrevocable instructions to be delivered, to each Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer AgentAgent instructing the Transfer Agent to deliver via The Depository Trust Company Deposit or Withdrawal at Custodian system the Shares, registered in the name of Purchaser. (b) The Company’s obligation to issue and sell the Shares to each the Purchaser and each the Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and (ii) no objection shall have been raised by the Nasdaq NASDAQ Stock Market Market, LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and (iii) the Rights Offering shall have been completedAgreement.

Closing and Delivery of the Shares and Funds. (a) The Closing completion of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Xxxxxxx Coie Cxxxxxxxx & Bxxxxxx LLP, 0000 Xxxxxxx Xxxx 600 Xxxxxx Xxxxxx, Xxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, XX 00000 or such other location as the parties shall mutually agree at 12:00 p.m. (ET) on May 2, 2017, or at such other time and location as the Company and the Investor shall agree (the “Closing Date”). At the Closing, (ia) each Purchaser the Company shall cause the Company’s transfer agent to deliver to the CompanyInvestor or the Investor’s brokerage firm, via wire transfer DWAC in accordance with the instructions provided by the CompanyInvestor on the signature pages hereto, immediately available funds equal to the Subscription Amount number of Shares set forth opposite such Purchaseron the signature pages hereto, registered in the name of the Investor or the Investor’s name under the column titled “Subscription Amount” on Schedule A heretobrokerage firm, as applicable, and (iib) the Company shall deliver, or caused to be delivered, to each Purchaser, aggregate Purchase Price for the Shares as set forth on the signature pages hereto will be delivered by electronic delivery or on behalf of the Investor to such Purchaser’s designated book-entry account with the Transfer AgentCompany. (b) The Company’s obligation to issue and sell the Shares to each Purchaser the Investor and each Purchaserthe Investor’s obligation to purchase the Shares from the Company shall be subject to: (ix) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act of 1933, as amended (the “Securities Act”), shall have been initiated or threatened by the Commission, Commission and (iiy) no objection shall have been raised by the Nasdaq The NASDAQ Stock Market Market, LLC and unresolved with respect to the consummation of the transactions contemplated by this the Subscription Agreement and (iii) in the Rights Offering shall have been completedabsence of approval by the Company’s stockholders of such transactions.

Closing and Delivery of the Shares and Funds. (a) The Closing completion of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Xxxxxxx Coie Dechert LLP, 0000 Xxxxxxx Xxxx Xxxxxx xx xxx Xxxxxxx, Xxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, XX 00000 or such other location as the parties shall mutually agree on April 21, 2017, or at such other time and location as the Company and the Investors shall agree (the “Closing Date”). At the Closing, (ia) each Purchaser the Company shall cause the Company’s transfer agent to deliver to the Companyeach Investor, via wire transfer electronic book-entry in accordance with the instructions provided by such Investor on the signature pages hereto, the number of Shares set forth on the signature pages hereto, registered in the name of such Investor and (b) the aggregate Purchase Price for the Shares as set forth on the signature pages hereto will be delivered by or on behalf of such Investor to the Company, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under the column titled “Subscription Amount” on Schedule A hereto, and (ii) the Company shall deliver, or caused to be delivered, to each Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer Agent. (b) The Company’s obligation to issue and sell the Shares to each Purchaser the Investors and each PurchaserInvestor’s obligation to purchase the Shares from the Company shall be subject to: (ix) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act of 1933, as amended (the “Securities Act”), shall have been initiated or threatened by the Commission, Commission and (iiy) the Financial Industry Regulatory Authority shall have raised no objection shall have been raised to the fairness and reasonableness of the arrangements made by the Nasdaq Stock Market LLC and unresolved Company with respect to the consummation of the transactions contemplated by this Agreement and (iii) the Rights Offering shall have been completedMaxim Group LLC.

Closing and Delivery of the Shares and Funds. (a) The Closing shall take place at the offices of Xxxxxxx Coie LLP, 0000 Xxxxxxx Xxxx XxxxXX Xxxxx Xxxxxx, Xxxxx 0000Xxxxx, Xxx XxxxxxxXxxxxxxx, Xxxxxxxxxx Xxxxxx 00000, or such other location as the parties shall mutually agree upon, on the Closing Date. At or prior to the Closing, (i) each the Purchaser shall deliver to the Company, (x) this Agreement duly executed by the Purchaser and, (y) via wire transfer in accordance with the instructions provided by the Companytransfer, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under the column titled “Subscription Amount” on Schedule A hereto, and (ii) the Company shall deliver (x) this Agreement duly executed by the Company (y) the Prospectus Supplement to the Purchaser (which may be delivered in accordance with Rule 172 under the Securities Act) and (z) irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, via The Depository Trust Company Deposit or caused to be delivered, to each PurchaserWithdrawal at Custodian system, the Shares by electronic delivery to such registered in the name of the Purchaser’s designated book-entry account with the Transfer Agent. (b) The Company’s obligation to issue and sell the Shares to each the Purchaser shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and each no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission; (ii) no objection shall have been raised by the Trading Market with respect to the consummation of the transactions contemplated by this Agreement; (iii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be true and correct as of such date); and (iv) the delivery by the Purchaser of the items set forth in Section 2.2(a) of this Agreement. (c) The Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, ; (ii) no objection shall have been raised by the Nasdaq Stock Trading Market LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and Agreement; (iii) the Rights Offering there shall have been completedno Material Adverse Effect since the date hereof; (iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (v) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, which shall be true and correct as of such specified date); and (vi) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.

Closing and Delivery of the Shares and Funds. (a) The Each Closing shall take place at the offices of Xxxxxxx Coie Fox Rothschild LLP, 0000 Xxxxxxx Xxxx XxxxCity Center, 30 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, Xxx XxxxxxxXxxxxxxxxxx, Xxxxxxxxxx XX 00000, or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (i) each a Purchaser shall deliver to the Company, via check or wire transfer in accordance with the instructions provided by the Company, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under on the column titled “Subscription Amount” on Schedule A signature page of this Agreement hereto, and (ii) the Company shall deliver, or caused to be delivered, to each the Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer AgentAgent or such other method approved by the Purchaser. (b) The Company’s obligation to issue and sell the Shares to each a Purchaser and each the Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and (ii) no objection shall have been raised by the Nasdaq Stock Market LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and (iii) the Rights Offering shall have been completedAgreement.

Closing and Delivery of the Shares and Funds. (a) The Closing shall take place at the offices of Xxxxxxx Coie Xxxxxxxx & Xxxx LLP, 0000 Xxxxxxx Xxxx 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx XX 00000, or such other location as the parties shall mutually agree upon, on the Closing Date. At or prior to the Closing, (i) each the Purchaser shall deliver to the Company, (x) this Agreement duly executed by the Purchaser and, (y) via wire transfer in accordance with from an account of the instructions provided by Purchaser or of another person on behalf of the CompanyPurchaser, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under the column titled “Subscription Amount” on Schedule A hereto, and (ii) the Company shall deliver, or caused deliver (x) this Agreement duly executed by the Company (y) the Prospectus Supplement to the Purchaser (which may be delivered, delivered in accordance with Rule 172 under the Securities Act) and (z) instructions to each Purchaser, the Transfer Agent instructing the Transfer Agent to update the Company’s register of members to reflect the issuance of the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer AgentPurchaser at Closing and to deliver the Shares registered in the name of the Purchaser at Closing. (b) The Company’s obligation to issue and sell the Shares to each the Purchaser shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and each no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission; (ii) no objection shall have been raised by the Trading Market with respect to the consummation of the transactions contemplated by this Agreement; (iii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be true and correct as of such date); and (iv) the delivery by the Purchaser of the items set forth in Section 2.2(a) of this Agreement. (c) The Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, ; (ii) no objection shall have been raised by the Nasdaq Stock Trading Market LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and Agreement; (iii) the Rights Offering there shall have been completedno Material Adverse Effect (as defined herein) since the date hereof; (iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (v) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, which shall be true and correct as of such specified date); and (vi) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.

Closing and Delivery of the Shares and Funds. (a) The Closing completion of the purchase and sale of the Shares (the “Closing”) shall take place at 6:00 p.m. Central Time on Wednesday, March 8, 2017, or at such other time as the Company and the Investor shall agree (the “Closing Date”), at the offices of Xxxxxxx Coie Xxxxx Xxxx LLP, 0000 Xxxxxxx Xxxx Xxxx000 Xxxxxxxx, Xxxxx 0000000, Xxx XxxxxxxXxxxx Xxxxxx, Xxxxxxxxxx XX 00000, or such other location as the parties shall mutually agree on the Closing Date. At the Closing, (ia) each Purchaser the Company shall cause the Company’s transfer agent to deliver to the CompanyInvestor, via wire transfer electronic book-entry in accordance with the instructions provided by the CompanyInvestor on the signature pages hereto, immediately available funds equal to the Subscription Amount number of Shares set forth opposite on the signature pages hereto, registered in the name of the Investor (such Purchaser’s name under Shares, the column titled “Subscription Amount” on Schedule A heretoInvestor Shares”), and (iib) the Company shall deliver, aggregate Purchase Price for the Investor Shares as set forth on the signature pages hereto will be delivered by or caused on behalf of the Investor to be delivered, to each Purchaser, the Shares by electronic delivery to such Purchaser’s designated book-entry account with the Transfer AgentCompany. (b) The Company’s obligation to issue and sell the Investor Shares to each Purchaser the Investor and each Purchaserthe Investor’s obligation to purchase the Investor Shares from the Company shall be subject to: (ix) no objection shall have been raised by The NASDAQ Stock Market, LLC with respect to the consummation of the transactions contemplated by the Agreements in the absence of approval by the Company’s shareholders of such transactions and (y) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act of 1933, as amended (the “Securities Act”), shall have been initiated or threatened by the Commission, (ii) no objection shall have been raised by the Nasdaq Stock Market LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and (iii) the Rights Offering shall have been completed.

Closing and Delivery of the Shares and Funds. (a) The Closing shall take place at the offices of Xxxxxxx Coie Txxxxxxx Pxxxxx Xxxxxxxx Sxxxxxx LLP, 0000 Xxxxxxx Xxxx Xxxx600 Xxxxxxxxx Xx XX, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx Xxxxxxx 00000, or such other location as the parties shall mutually agree upon, on the Closing Date. At or prior to the Closing, (i) each the Purchaser shall deliver to the Company, (x) this Agreement duly executed by the Purchaser and, (y) via wire transfer in accordance with the instructions provided by the Companytransfer, immediately available funds equal to the Subscription Amount set forth opposite such Purchaser’s name under the column titled “Subscription Amount” on Schedule A hereto, and (ii) the Company shall deliver (x) this Agreement duly executed by the Company (y) the Prospectus Supplement to the Purchaser (which may be delivered in accordance with Rule 172 under the Securities Act) and (z) irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, via The Depository Trust Company Deposit or caused to be delivered, to each PurchaserWithdrawal at Custodian system, the Shares by electronic delivery to such registered in the name of the Purchaser’s designated book-entry account with the Transfer Agent. (b) The Company’s obligation to issue and sell the Shares to each the Purchaser shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and each no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission; (ii) no objection shall have been raised by the Trading Market with respect to the consummation of the transactions contemplated by this Agreement; (iii) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date therein in which case they shall be true and correct as of such date); and (iv) the delivery by the Purchaser of the items set forth in Section 2.2(a) of this Agreement. (c) The Purchaser’s obligation to purchase the Shares from the Company shall be subject to: (i) no stop order suspending the effectiveness of the Registration Statement or any part thereof, or preventing or suspending the use of the Base Prospectus or the Prospectus or any part thereof, shall have been issued and no proceedings for that purpose or pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, ; (ii) no objection shall have been raised by the Nasdaq Stock Trading Market LLC and unresolved with respect to the consummation of the transactions contemplated by this Agreement and Agreement; (iii) the Rights Offering there shall have been completedno Material Adverse Effect since the date hereof; (iv) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed; (v) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein, which shall be true and correct as of such specified date); and (vi) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement.