Common use of Conditions to Second Closing Clause in Contracts

Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) compliance with the Second Closing Condition, (ii) the truth and accuracy, on the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement except for changes that do not constitute a Material Adverse Effect (as defined in Section 5(a)), (iii) continued compliance with the covenants of the Company set forth in this Agreement, and (iv) the non-occurrence of any Event of Default (as defined in the Note and this Agreement) or an event that with the passage of time or the giving of notice could become an Event of Default. “Second Closing Condition” shall mean the actual effectiveness of the Registration Statement as defined in Section 11.1 hereunder. A Second Closing will not take place in connection with any amount of Second Closing Notes for which sufficient Shares have not been registered in an effective Registration Statement as of the Second Closing Date.

Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) compliance with the Second Closing Condition, (ii) the truth and accuracy, on the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement except for changes that do not constitute a Material Adverse Effect (as defined in Section 5(a)), (iii) continued compliance with the covenants of the Company set forth in this Agreement, and (iv) the non-occurrence of any Event of Default (as defined in the Note and this Agreement) or an event that with the passage of time or the giving of notice could become an Event of Default. ““ Second Closing Condition” shall mean the actual effectiveness of the Registration Statement as defined in Section 11.1 hereunder. A Second Closing will not take place in connection with any amount of Second Closing Notes for which sufficient Shares have not been registered in an effective Registration Statement as of the Second Closing Date.