Common use of Closing: Escrow Arrangement Clause in Contracts

Closing: Escrow Arrangement. On the second business day after the Buyer has been notified that the Registration Statement on Form S-3 of the Company filed with the Securities and Exchange Commission on November 9, 2006, as amended (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (such date, the “Notice Date”), the Buyer, Seller and Escrow Agent hereby agree that the Buyer will be obligated to deposit Nine Million Five Hundred Forty Thousand Dollars ($9,540,000) (the “Purchase Amount”) with the Escrow Agent for delivery to the Seller against receipt by the Escrow Agent of the Warrant together with a duly executed Subscription Form (attached to the Warrant as Annex A) indicating that 1,800,000 Warrant Shares be issued in the name of the Buyer (to such of the Buyer entities and in such amounts as is set forth on Schedule A hereto) and delivered to the Escrow Agent. The Buyer agrees to deliver the Purchase Amount to the Escrow Agent within two business days after the Notice Date, and the Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that 1,800,000 Warrant Shares be issued in the name of the Buyer and delivered to the Escrow Agent, which Warrant and executed Subscription Form the Escrow Agent shall promptly deliver to the Company. Upon receipt from the Company’s transfer agent of 1,800,000 Warrant Shares issued in the name of the Buyer (as set forth on Schedule A hereto) and the other documentation required to be delivered to the Escrow Agent hereunder, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Three Million Two Hundred Forty Thousand Dollars ($3,240,000), an amount representing the Purchase Amount minus the product of the Exercise Price multiplied by the 1,800,000 Warrant Shares, and (ii) a new warrant, pursuant to Section 2.1(d) of the Warrant, having terms and conditions that are in substance identical to the original Warrant (the “New Warrant”) duly executed by the Company in the name of the Seller exercisable for a number of shares of Common Stock equal to the difference between the number of shares underlying the Warrant and the 1,800,000 Warrant Shares sold hereunder (b) to the Buyer, the 1,800,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Six Million Three Hundred Thousand Dollars ($6,300,000), an amount representing the product of the Exercise Price multiplied by the 1,800,000 Warrant Shares. If the Registration Statement has not been declared effective by the Securities and Exchange Commission by February 28, 2007, either of the Buyer or the Seller shall have the right to terminate all obligations of the Buyer and the Seller pursuant to this Agreement.

Closing: Escrow Arrangement. On the second business day after the Buyer has been notified that the Registration Statement on Form S-3 of the Company filed with the Securities The parties and Exchange Commission on November 9, 2006McGuireWoods LLP, as amended (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (such dateescrow agent, the “Notice Date”), the Buyer, Seller and Escrow Agent hereby agree that the Buyer will be obligated to deposit Nine Million Five Hundred Forty Thousand Dollars ($9,540,000) (the “Purchase Amount”) Amount with the Escrow Agent for delivery to the Seller against receipt by the Escrow Agent of the Warrant together with a duly executed Subscription Form (attached to the Warrant as Annex A) (the Warrant already having been delivered to the Escrow Agent) indicating that 1,800,000 the Warrant Shares be issued in the name of the Buyer (to such of the Buyer entities and in such amounts as is set forth on Schedule A hereto) and delivered to the Escrow Agent. The Buyer agrees to deliver the Purchase Amount to the Escrow Agent within two one business days day after the Notice Datedate hereof, and the Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that 1,800,000 the Warrant Shares be issued in the name of the Buyer and delivered to the Escrow Agent, which Warrant and executed Subscription Form the Escrow Agent shall promptly deliver to the Company. Upon receipt Receipt from the Company’s transfer agent of 1,800,000 the Warrant Shares issued in the name of the Buyer (as set forth on Schedule A hereto) and the other documentation required to be delivered to the Escrow Agent hereunder, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Three Million One Hundred Sixty Thousand Two Hundred Forty Thousand Dollars ($3,240,000), 160,200) an amount representing the Purchase Amount minus the product of the Exercise Price multiplied by the 1,800,000 number of Warrant Shares, and (ii) a new warrant, pursuant to Section 2.1(d) of the New Warrant, having terms and conditions that are in substance identical to the original Warrant (the “New Warrant”) duly executed by the Company in the name of the Seller exercisable for a number of shares of Common Stock equal to the difference between the number of shares underlying the Warrant and the 1,800,000 Warrant Shares sold hereunder (b) to the Buyer, the 1,800,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Six Million Three Four Hundred Sixty-Seven Thousand Two Hundred Fifty Dollars ($6,300,000), 467,250) an amount representing the product of the Exercise Price multiplied by the 1,800,000 number of Warrant Shares. If the Registration Statement has not been declared effective by the Securities and Exchange Commission by February 28, 2007, either of the Buyer or the Seller shall have the right to terminate all obligations of the Buyer and the Seller pursuant to this Agreement.

Closing: Escrow Arrangement. On the second business day after The Seller shall provide the Buyer has been notified notice promptly after it learns that the Registration Statement on Form S-3 of the Company filed with the Securities and Exchange Commission on November 9, 2006, as amended (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (Commission. On the later of February 10, 2007 and the second business day after the date the Seller provides such date, the “Notice Date”), notice to the Buyer, Seller and Escrow Agent hereby agree that the Buyer will be obligated to deposit Nine Million Five Hundred Forty Thousand Dollars ($9,540,000) (the “Purchase Amount”) Amount with the Escrow Agent. The Escrow Agent for delivery to shall notify the Seller against by fax at the time of its receipt by of the Purchase Amount. Within one business day after receipt of this notification from the Escrow Agent, the Seller shall deliver (the date of such delivery being referred to as the “Irrevocable Date”) to the Escrow Agent of the Warrant together with a duly executed Subscription Form (attached to the Warrant as Annex A) indicating that 1,800,000 2,500,000 Warrant Shares be issued in the name of the Buyer (to such of the Buyer entities and in such amounts as is set forth on Schedule A hereto) the Buyer shall direct. The Escrow Agent shall deliver the executed Subscription Form and delivered the Warrant to the Escrow Agent. The Buyer agrees to deliver the Purchase Amount to the Escrow Agent within two business days after the Notice Date, and the Seller agrees, within Company not later than one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s following its receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that 1,800,000 Warrant Shares be issued in the name of the Buyer and delivered to the Escrow Agent, which Warrant and executed Subscription Form the Escrow Agent shall promptly deliver to the Companysame. Upon receipt from the Company’s transfer agent of 1,800,000 2,500,000 Warrant Shares issued in the name of the Buyer (Buyer, as set forth on Schedule A hereto) and the other documentation required to be delivered to the Escrow Agent hereunderprovided above, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Three Four Million Two Five Hundred Forty Thousand Dollars ($3,240,0004,500,000), an which amount representing represents the Purchase Amount minus the product of the Exercise Price multiplied by the 1,800,000 2,500,000 Warrant Shares, and (ii) a new warrant, pursuant to Section 2.1(d) of the Warrant, having terms and conditions that are in substance identical to the original Warrant (the “New Warrant”) duly executed by the Company in the name of the Seller exercisable for a number of shares of Common Stock equal to the difference between the number of shares underlying the Warrant and the 1,800,000 Warrant Shares sold hereunder (b) to the Buyer, the 1,800,000 2,500,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Six Eight Million Three Seven Hundred Fifty Thousand Dollars ($6,300,0008,750,000), an which amount representing represents the product of the Exercise Price multiplied by the 1,800,000 2,500,000 Warrant Shares. If the Registration Statement has not been declared effective by the Securities and Exchange Commission by February 28, 2007, either of the Buyer or the Seller shall have the right to terminate all obligations of the Buyer and the Seller pursuant to this Agreement.

Closing: Escrow Arrangement. On the second business day after The Seller shall provide the Buyer has been notified notice promptly after it learns that the Registration Statement on Form S-3 of the Company filed with the Securities and Exchange Commission on November 9, 2006, as amended (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (Commission. On the later of February 10, 2007 and the second business day after the date the Seller provides such date, the “Notice Date”), notice to the Buyer, Seller and Escrow Agent hereby agree that the Buyer will be obligated to deposit Nine Million Five Hundred Forty Thousand Dollars ($9,540,000) (the “Purchase Amount”) Amount with the Escrow Agent. The Escrow Agent for delivery to shall notify the Seller against by fax at the time of its receipt by of the Purchase Amount. Within one business day after receipt of this notification from the Escrow Agent, the Seller shall deliver (the date of such delivery being referred to as the “Irrevocable Date”) to the Escrow Agent of the Warrant together with a duly executed Subscription Form (attached to the Warrant as Annex A) indicating that 1,800,000 500,000 Warrant Shares be issued in the name of the Buyer (to such of the Buyer entities and in such amounts as is set forth on Schedule A hereto) the Buyer shall direct. The Escrow Agent shall deliver the executed Subscription Form and delivered the Warrant to the Escrow Agent. The Buyer agrees to deliver the Purchase Amount to the Escrow Agent within two business days after the Notice Date, and the Seller agrees, within Company not later than one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s following its receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that 1,800,000 Warrant Shares be issued in the name of the Buyer and delivered to the Escrow Agent, which Warrant and executed Subscription Form the Escrow Agent shall promptly deliver to the Companysame. Upon receipt from the Company’s transfer agent of 1,800,000 500,000 Warrant Shares issued in the name of the Buyer (Buyer, as set forth on Schedule A hereto) and the other documentation required to be delivered to the Escrow Agent hereunderprovided above, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Three Million Two Nine Hundred Forty Thousand Dollars ($3,240,000900,000), an which amount representing represents the Purchase Amount minus the product of the Exercise Price multiplied by the 1,800,000 500,000 Warrant Shares, and (ii) a new warrant, pursuant to Section 2.1(d) of the Warrant, having terms and conditions that are in substance identical to the original Warrant (the “New Warrant”) duly executed by the Company in the name of the Seller exercisable for a number of shares of Common Stock equal to the difference between the number of shares underlying the Warrant and the 1,800,000 Warrant Shares sold hereunder (b) to the Buyer, the 1,800,000 500,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Six One Million Three Seven Hundred Fifty Thousand Dollars ($6,300,0001,750,000), an which amount representing represents the product of the Exercise Price multiplied by the 1,800,000 500,000 Warrant Shares. If the Registration Statement has not been declared effective by the Securities and Exchange Commission by February 28, 2007, either of the Buyer or the Seller shall have the right to terminate all obligations of the Buyer and the Seller pursuant to this Agreement.

Closing: Escrow Arrangement. On the second business day after the Buyer has been notified that the Registration Statement on Form S-3 of the Company filed with the Securities The parties and Exchange Commission on November 9, 2006McGuireWoods LLP, as amended (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (such dateescrow agent, the “Notice Date”), the Buyer, Seller and Escrow Agent hereby agree that the Buyer will be obligated to deposit Nine Million Five Hundred Forty Thousand Dollars ($9,540,000) (the “Purchase Amount”) Amount with the Escrow Agent for delivery to the Seller against receipt by the Escrow Agent of the Warrant together with a duly executed Subscription Form (attached to the Warrant as Annex A) (the Warrant already having been delivered to the Escrow Agent) indicating that 1,800,000 the Warrant Shares be issued in the name of the Buyer (to such of the Buyer entities and in such amounts as is set forth on Schedule A hereto) and delivered to the Escrow Agent. The Buyer agrees to deliver the Purchase Amount to the Escrow Agent within two one business days day after the Notice Datedate hereof, and the Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent a duly executed Subscription Form indicating that 1,800,000 the Warrant Shares be issued in the name of the Buyer and delivered to the Escrow Agent, which Warrant and executed Subscription Form the Escrow Agent shall promptly deliver to the Company. Upon receipt Receipt from the Company’s transfer agent of 1,800,000 the Warrant Shares issued in the name of the Buyer (as set forth on Schedule A hereto) and the other documentation required to be delivered to the Escrow Agent hereunder, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Three Million Two Seventy-Nine Thousand Eight Hundred Forty Thousand Dollars ($3,240,000), 79,800) an amount representing the Purchase Amount minus the product of the Exercise Price multiplied by the 1,800,000 number of Warrant Shares, and (ii) a new warrant, pursuant to Section 2.1(d) of the New Warrant, having terms and conditions that are in substance identical to the original Warrant (the “New Warrant”) duly executed by the Company in the name of the Seller exercisable for a number of shares of Common Stock equal to the difference between the number of shares underlying the Warrant and the 1,800,000 Warrant Shares sold hereunder (b) to the Buyer, the 1,800,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Six Million Three Two Hundred Thirty-Two Thousand Seven Hundred Fifty Dollars ($6,300,000), 232,750) an amount representing the product of the Exercise Price multiplied by the 1,800,000 number of Warrant Shares. If the Registration Statement has not been declared effective by the Securities and Exchange Commission by February 28, 2007, either of the Buyer or the Seller shall have the right to terminate all obligations of the Buyer and the Seller pursuant to this Agreement.

Closing: Escrow Arrangement. On the second business day after the Buyer has been notified that the Registration Statement on Form S-3 of the Company filed with the Securities The parties and Exchange Commission on November 9, 2006McGuireWoods LLP, as amended (the “Registration Statement”) has been declared effective by the Securities and Exchange Commission (such dateescrow agent, the “Notice Date”), the Buyer, Seller and Escrow Agent hereby agree that the Buyer will be obligated to deposit Nine Million Five Hundred Forty Thousand Dollars ($9,540,000) (the “Purchase Amount”) Amount with the Escrow Agent for delivery to the Seller against receipt by the Escrow Agent of the Warrant together with a duly executed Subscription Form (attached to the Warrant as Annex A) indicating that 1,800,000 the Warrant Shares be issued in the name of the Buyer (to such of the Buyer entities and in such amounts as is set forth on Schedule A hereto) and delivered to the Escrow Agent. The Buyer agrees to deliver the Purchase Amount to the Escrow Agent within two one business days day after the Notice Datedate hereof, and the Seller agrees, within one business day after receipt of notification from the Escrow Agent of the Escrow Agent’s receipt of the Purchase Amount, to deliver, via overnight courier, to the Escrow Agent (i) the Warrant, and (ii) a duly executed Subscription Form indicating that 1,800,000 the Warrant Shares be issued in the name of the Buyer and delivered to the Escrow Agent, which Warrant and executed Subscription Form the Escrow Agent shall promptly deliver to the Company. Upon receipt Receipt from the Company’s transfer agent of 1,800,000 the Warrant Shares issued in the name of the Buyer (as set forth on Schedule A hereto) and the other documentation required to be delivered to the Escrow Agent hereunder, the Escrow Agent shall deliver (a) to the Seller, (i) by wire transfer in immediately available funds to the account designated by the Seller in writing to the Escrow Agent, Three Million Two Six Hundred Forty Thousand Dollars ($3,240,000), 600,000) an amount representing the Purchase Amount minus the product of the Exercise Price multiplied by the 1,800,000 number of Warrant Shares, and (ii) a new warrant, pursuant to Section 2.1(d) of the Warrant, having terms and conditions that are in substance identical of like tenor to the original Warrant (the “New Warrant”) duly executed by the Company in the name of the Seller exercisable for a number of shares of Common Stock equal to the difference between the number of shares underlying the original Warrant and the 1,800,000 number of Warrant Shares sold hereunder hereunder, (b) to the Buyer, the 1,800,000 Warrant Shares, and (c) to the Company, by wire transfer in immediately available funds to the account designated by the Company in writing to the Escrow Agent, Six One Million Three Seven Hundred and Fifty Thousand Dollars ($6,300,000), 1,750,000) an amount representing the product of the Exercise Price multiplied by the 1,800,000 number of Warrant Shares. If the Registration Statement has not been declared effective by the Securities and Exchange Commission by February 28, 2007, either of the Buyer or the Seller shall have the right to terminate all obligations of the Buyer and the Seller pursuant to this Agreement.