Common use of Closing of Purchase and Sale; Purchase Price Clause in Contracts

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Preferred Shares set forth below such Investor’s name on the signature pages hereof, (ii) a Note with a face amount equal to such Investor’s Pro Rata Share (as defined below) of $5,350,455, and (iii) a Warrant. The purchase price for the Preferred Shares, Note and Warrant being purchased by each Investor at the Closing (collectively, the “Purchased Securities”) shall be equal to the sum of (x) the aggregate Stated Value of such Preferred Shares plus (y) 93.45% of the face amount of such Note (the “Purchase Price”). The closing of the purchase and sale of the Purchased Securities (the “Closing”) will be deemed to occur at the offices of Xxxxx & Stachenfeld, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to Closing described in Article 5 hereof has been satisfied or waived by the Company or each Investor, as the case may be and (C) each Investor shall have delivered the Purchase Price to the Company by wire transfer of immediately available funds against physical delivery of duly executed certificates representing the Purchased Securities being purchased by such Investor. The date on which the Closing occurs is referred to herein as the “Closing Date”.

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell sell, and each Investor agrees to purchase purchase, on the Closing, the following securities (all of such purchases and sales, collectively, being referred to herein as the "FINANCING"): (i) the number of Preferred Shares set forth below such Investor’s 's name on the signature pages hereof, ; (ii) a Note with a face amount equal an Offering Warrant to such Investor’s Pro Rata Share (as defined below) purchase the number of $5,350,455, Warrant Shares indicated on the signature page hereof; and (iii) a WarrantPreferred Warrant to purchase (a) a number of Preferred Shares equal to 25% of the Preferred Shares referred to in clause (i) above and (b) an Additional Warrant to purchase a number of Warrant Shares equal to 25% of the Warrant Shares referred to in (ii) above. The purchase price for the Preferred Shares, Note Offering Warrant and Preferred Warrant being purchased by each Investor at on the Closing (collectively, the “Purchased Securities”"PURCHASE PRICE") shall be equal to the sum of (x) the aggregate Stated Value of such the Preferred Shares plus (y) 93.45% of the face amount of being so purchased by such Note (the “Purchase Price”)Investor. The closing of the purchase and sale of the Purchased Securities Financing (the “Closing”"CLOSING") will be deemed to occur at the offices of Xxxxx & Stachenfeld, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to the Closing described in Article Section 5 hereof has been satisfied or waived by the Company or each Investor, as the case may be and appropriate, (C) pursuant to the terms of the Private Offering Escrow Agreement in the form attached hereto as Exhibit F (the "INVESTOR ESCROW AGREEMENT"), each Investor shall have have, on or before the Closing Date, delivered the Purchase Price payable by it to the Escrow Agent (as defined in the Investor Escrow Agreement) by wire transfer of immediately available funds, (D) the Escrow Agent shall have delivered to the Company by wire transfer of immediately available funds against physical delivery of the amounts held in escrow pursuant to the Investor Escrow Agreement (less such amounts as are, pursuant to the Investor Escrow Agreement, to be paid to other Persons), and (E) the Company shall have delivered duly executed certificates representing the Purchased Securities Preferred Shares, Offering Warrant and Preferred Warrant being purchased by such Investor. The date on which the Closing occurs is referred to herein as the “Closing Date”."CLOSING DATE". Concurrently with the Closing, the Company will enter into, and consummate the transactions contemplated by, that certain letter agreement, dated as of the date hereof, between the Company and each of Forest Hill Select Offshore, Ltd., Forest Hill Select Fund, L.P. and Lone Oak Partners, L.P., in substantially the form attached hereto as Exhibit G.

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Preferred Shares set forth below such Investor’s name on the signature pages hereof, (ii) a Note with a face amount equal to such Investor’s Pro Rata Share (as defined below) of $5,350,455Series A Warrant, and (iii) a Series B Warrant and (iv) a Series C Warrant. The purchase price for the Preferred Shares, Note Shares and Warrant Warrants being purchased by each an Investor at the Closing (collectively, the “Purchased SecuritiesPurchase Price”) shall be equal to the sum of (x) the aggregate Stated Value of such the Preferred Shares plus (y) 93.45% of the face amount of being purchased by such Note (the “Purchase Price”)Investor. The closing of the purchase and sale of the Purchased Securities Preferred Shares and Warrants (the “Closing”) will be deemed to occur at the offices of Xxxxx & Stachenfeld, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to the Closing described in Article Section 5 hereof has been satisfied or waived by the Company or each Investor, as the case may be appropriate, and (C) each Investor shall have delivered the Purchase Price payable by it to the Company by wire transfer of immediately available funds against physical delivery of duly executed certificates representing the Purchased Securities Preferred Shares and Warrants being purchased by such Investor. The date on which the Closing occurs is referred to herein as the “Closing Date”.

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Preferred Shares set forth below such Investor’s name on the signature pages hereof, hereof and (ii) a Note with a face amount equal to such Investor’s Pro Rata Share (as defined below) of $5,350,455, and (iii) a Warrant. The purchase price for the Preferred Shares, Note Shares and Warrant being purchased by each an Investor at the Closing (collectively, the “Purchased SecuritiesPurchase Price”) shall be equal to the sum of (x) the aggregate Stated Value of such the Preferred Shares plus (y) 93.45% of the face amount of being purchased by such Note (the “Purchase Price”)Investor. The closing of the purchase and sale of the Purchased Securities Preferred Shares and Warrants (the “Closing”) will be deemed to occur at the offices of Xxxxx & Stachenfeld, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to the Closing described in Article Section 5 hereof has been satisfied or waived by the Company or each Investor, as the case may be appropriate, and (C) each Investor shall have delivered the Purchase Price payable by it to the Company by wire transfer of immediately available funds against physical delivery of duly executed certificates representing the Purchased Securities Preferred Shares and Warrants being purchased by such Investor. The date on which one or more wire transfers to the Closing occurs Company in payment of the Purchase Price have been initiated (provided a fed wire number has been obtained) is referred to herein as the “Closing Date”.

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Preferred Shares set forth below such Investor’s 's name on the signature pages hereof, hereof and (ii) a Note with a face amount equal Warrant to such Investor’s Pro Rata Share (as defined below) purchase the number of $5,350,455, and (iii) a WarrantWarrant Shares indicated on the signature page hereof. The purchase price for the Preferred Shares, Note Shares and Warrant being purchased by each an Investor at (the Closing (collectively, the “Purchased Securities”"Purchase Price") shall be equal to the sum of (x) the aggregate Stated Value of such the Preferred Shares plus (y) 93.45% of the face amount of being purchased by such Note (the “Purchase Price”)Investor. The closing of the purchase and sale of the Purchased Securities Preferred Shares and Warrants (the “"Closing”") will be deemed to occur at the offices of Xxxxx & Stachenfeld, Stachenfeld LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to the Closing described in Article Section 5 hereof has been satisfied or waived by the Company or each Investor, as the case may be appropriate, and (C) each Investor shall have delivered the Purchase Price payable by it to the Company by wire transfer of immediately available funds against physical delivery of duly executed certificates representing the Purchased Securities Preferred Shares and Warrants being purchased by such Investor. The date on which the Closing occurs is referred to herein as the “"Closing Date”".

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Preferred Shares set forth below such Investor’s name on the signature pages hereof, and (ii) a Note with Warrant, if such Investor receives a face amount equal to Warrant, as indicated below such Investor’s Pro Rata Share (as defined below) of $5,350,455, and (iii) a Warrantname on the signature page hereof. The date on which the initial closing of a purchase price for the Preferred Shares, Note and Warrant being purchased by each Investor at the Closing (collectively, the “Purchased Securities”) shall be equal sale pursuant to the sum terms of (x) the aggregate Stated Value of such Preferred Shares plus (y) 93.45% of the face amount of such Note this Agreement occurs (the “Purchase Price”). The closing of the purchase and sale of the Purchased Securities (the “Initial Closing”) is hereinafter referred to as the “Initial Closing Date”. The Initial Closing will be deemed to occur at the offices of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., Xxx Xxxxx & Stachenfeld, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000, when (A) this Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to the Closing described in Article 5 Section 6 hereof has been satisfied or waived by the Company or each Investor, as the case may be specified therein and (C) full payment of each Investor shall have delivered the Investor’s Purchase Price (as defined below) has been made by such Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing the Purchased Securities Shares and Warrant being purchased by such Investor. The If, subsequent to the Initial Closing Date, additional Investors purchase Shares pursuant to the terms of this Agreement, the closings of such additional purchases shall hereinafter be referred to as “Additional Closings” and the date on which the each such Additional Closing occurs takes place is hereinafter referred to herein as the “Additional Closing DateDates”.

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth hereinin the Original 2011 Securities Purchase Agreement, the Company agrees agreed to sell and each Investor agrees agreed to purchase (i) the number of Preferred Shares set forth below such Investor’s name on the signature pages hereofthereof, and (ii) a Note with Warrant, if such Investor received a face amount equal to Warrant, as indicated below such Investor’s Pro Rata Share (as defined below) of $5,350,455, and (iii) a Warrantname on the signature page thereof. The date on which the initial closing of a purchase price for the Preferred Shares, Note and Warrant being purchased by each Investor at the Closing (collectively, the “Purchased Securities”) shall be equal sale pursuant to the sum of (x) the aggregate Stated Value of such Preferred Shares plus (y) 93.45% terms of the face amount of such Note Original 2011 Securities Purchase Agreement occurred (the “Purchase Price”). The closing of the purchase and sale of the Purchased Securities (the “Initial Closing”) will be is hereinafter referred to as the “Initial Closing Date”. The Initial Closing was deemed to occur at the offices of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., Oxx Xxxxx & Stachenfeld, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000, when (A) this the Original 2011 Securities Purchase Agreement and the other Transaction Documents (as defined below) have been were executed and delivered by the Company and, to the extent applicable, by each Investor, (B) each of the conditions to the Closing described in Article 5 Section 6 hereof has been was satisfied or waived by the Company or each Investor, as the case may be specified therein and (C) full payment of each Investor shall have delivered the Investor’s Purchase Price (as defined below) was made by such Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing the Purchased Securities Shares and Warrant being purchased by such Investor. The If, subsequent to the Initial Closing Date, additional Investors purchase Shares pursuant to the terms of this Agreement, the closings of such additional purchases shall hereinafter be referred to as “Additional Closings” and the date on which the each such Additional Closing occurs takes place is hereinafter referred to herein as the “Additional Closing DateDates”.

Closing of Purchase and Sale; Purchase Price. Upon the terms and subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of Preferred Shares set forth below such Investor’s name on the signature pages hereof, and (ii) a Note with a face amount equal to Warrant, as indicated below such Investor’s Pro Rata Share (as defined below) of $5,350,455, and (iii) a Warrantname on the signature page hereof. The purchase price for date on which the Preferred Shares, Note and Warrant being purchased by each Investor at the Closing (collectively, the “Purchased Securities”) shall be equal to the sum of (x) the aggregate Stated Value of such Preferred Shares plus (y) 93.45% of the face amount of such Note (the “Purchase Price”). The closing of the purchase and sale pursuant to the terms of the Purchased Securities this Agreement occurs (the “Closing”) is hereinafter referred to as the “Closing Date”. The Closing will be deemed to occur at the offices of Neuberger, Quinn, Gielen, Rubin & Gibber, P.A., Xxx Xxxxx & Stachenfeld, LLP, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx00xx Xxxxx, Xxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000, and shall take place when each of the conditions to the Closing described in Section 6 hereof has been satisfied or waived as specified therein, but in no event later than October 15, 2013 except that in the event the condition to the Closing set forth in Section 6.1(g) hereof has not been satisfied by such date, the Closing Date shall be extended until October 31, 2013. At or prior to the Closing, (A) this Agreement and the other Transaction Documents (as defined below) have been shall be executed and delivered by the Company and, to the extent applicable, by each Investor, and (B) each full payment of the conditions to Closing described in Article 5 hereof has been satisfied or waived by the Company or each Investor, as the case may be and (C) each Investor shall have delivered the ’s Purchase Price (as defined below) shall be made by such Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing the Purchased Securities Shares (or instructions with respect thereto issued to the Company’s registrar and transfer agent) and the Warrant being purchased by such Investor. The date on which the Closing occurs is referred to herein as the “Closing Date”.