Common use of Closing; Other Matters Clause in Contracts

Closing; Other Matters. (i) The purchase and sale of any New Securities and Warrants pursuant to this Section shall take place at the offices of the Company set forth in this Agreement at 10:00 a.m. on the earlier of the: (A) closing date specified in the applicable subsection of this Section or (B) the third (3rd) business day following the expiration or early termination of all waiting periods imposed on such purchase and sale by the HSR Act, or at such other time and place as the Company and the Purchaser may agree; provided however, that with respect to any Warrant that does not yet have a determined fair market value in accordance with paragraph (a)(ii) of this Section, then five (5) business days following the date of such determination or such other time and place as the Company and the Purchaser may agree. (ii) The Company and the Purchaser shall use their best efforts to comply with all federal and state laws and regulations and Nasdaq and stock exchange listing requirements applicable to any purchase and sale of shares of New Securities and Warrants under this Section 3.1. The issuance of such shares shall be subject to compliance with applicable laws and regulations and requirements of Nasdaq and any applicable stock exchange. (iii) Except as otherwise specifically provided herein, upon receipt of the applicable Purchaser's Notice by the Company, the Purchaser and the Company each shall be obligated, subject to the other terms and conditions of this Agreement, to consummate the purchase and sale contemplated by this Section 3.1 and shall use their best efforts to secure any approvals required in connection therewith. (iv) In the event of any issuance of New Securities that occurs following the date of this Agreement but prior to the Closing, the Purchaser shall have the same rights with respect to the New Securities as are set forth in this Section 3.1 (as if the Purchaser then owned all of the Shares that it is expected to own as of the Closing), provided that the Purchaser shall be entitled to provide the applicable Purchaser's Notice and exercise its rights under this Section 3.1 at any time up to and including the sixtieth (60th) day following the Closing. (v) Any Shares or Warrants acquired by the Purchaser hereunder, any Shares acquired upon exercise thereof, and all of Purchaser's rights to maintain, shall be subject to all restrictions and obligations of the Purchaser set forth elsewhere in this Agreement including, but not limited to, Section 2.1 of this Agreement.

Closing; Other Matters. (i) The purchase and sale of any New Securities and Warrants pursuant to this Section 8.1 shall take place at the offices of the Company set forth in this Agreement at 10:00 a.m. on the earlier of the: (A) closing date specified in the applicable subsection of this Section 8.1 or (B) the third (3rd) business day following the expiration or early termination of all waiting periods imposed on such purchase and sale by the HSR Act, or at such other time and place as the Company and the Purchaser may agree; provided however, that with respect to any Warrant that does not yet have a determined fair market value in accordance with paragraph (a)(ii) of this Section, then five (5) business days following the date of such determination or such other time and place as the Company and the Purchaser may agree. (ii) The Company and the Purchaser shall use their best efforts to comply with all federal and state laws and regulations and Nasdaq and stock exchange listing requirements applicable to any purchase and sale of shares of New Securities and Warrants under this Section 3.18.1. The issuance of such shares shall be subject to compliance with applicable laws and regulations and requirements of Nasdaq and any applicable stock exchange. (iii) Except as otherwise specifically provided herein, upon receipt of the applicable Purchaser's Notice by the Company, the Purchaser and the Company each shall be obligated, subject to the other terms and conditions of this Agreement, to consummate the purchase and sale contemplated by this Section 3.1 8.1 and shall use their best efforts to secure any approvals required in connection therewith. (iv) In the event of any issuance of New Securities that occurs following the date of this Agreement but prior to the Closing, the Purchaser shall have the same rights with respect to the New Securities as are set forth in this Section 3.1 (as if the Purchaser then owned all of the Shares that it is expected to own as of the Closing), provided that the Purchaser shall be entitled to provide the applicable Purchaser's Notice and exercise its rights under this Section 3.1 at any time up to and including the sixtieth (60th) day following the Closing. (v) Any Shares or Warrants acquired by the Purchaser hereunder, any Shares acquired upon exercise thereof, hereunder and all of Purchaser's rights to maintain, shall be subject to all restrictions and obligations of the Purchaser set forth elsewhere in this Agreement including, but not limited to, Section 2.1 7.1 of this Agreement.