Common use of Conditions to the Obligation of the Company to Consummate the Closing Clause in Contracts

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Investor the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of such Investor contained in Section 4 of this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on the Closing Date (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date). Such Investor shall have performed and complied in all material respects with all obligations, covenants and conditions to be performed and complied with by such Investor under this Agreement on or prior to the Closing Date. (b) (i) The Escrow Agent shall have delivered to the Company an amount equal to the Escrow Deposit Amount or, in the event the Escrow Amount is less than Escrow Deposit Amount, the Escrow Amount and (ii) each Exhibit A-1 Investor shall have delivered to the Company an amount equal to the purchase price set forth opposite such Investor's name on Exhibit A attached hereto under the heading "Purchase Price." (c) The sale of the Notes by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (e) The Trustee shall have executed and delivered the Base Indenture in the form filed as an exhibit to the Registration Statement and the First Supplemental Indenture in the form attached hereto as Exhibit D and the Trustee shall have executed and delivered a certificate of authentication with respect to the Notes. (f) The Company shall have accepted for payment at least $177,270,500 aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notes. (g) Southeastern shall have executed and delivered a certificate confirming the accuracy of its representations in that certain certificate delivered pursuant to Section 4.6(a), regarding the beneficial ownership by Southeastern of certain shares of Common Stock. Each Investor's obligations under this Agreement shall be several and independent from the obligations of each other Investor; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to consummate the transactions contemplated by this Agreement unless the conditions set forth in this Section 6.3 have been satisfied with respect to all of the Investors.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, Closing and to issue and sell to each Investor of the Notes Purchasers the Shares to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties contained herein of such Investor contained in Section 4 of this Agreement Purchaser shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date (it being understood and agreed by the Company that, in the case of any representation and warranty of each Purchaser contained herein which is not hereinabove qualified by application thereto of a materiality standard, such representation and warranty need be true and correct only in all material respects on in order to satisfy as to such representation or warranty the date hereof and on condition precedent set forth in the Closing Date as though made on the Closing Date foregoing provisions of this Section 5.2(a)). (except that those representations and warranties that address matters only as of a particular date b) The Registration Rights Agreement shall have been true executed and correct only on such date). Such Investor delivered by each Purchaser. (c) The Purchasers shall have performed and complied in all material respects with all obligations, covenants obligations and conditions herein required to be performed and complied with or observed by such Investor under this Agreement the Purchasers on or prior to the Closing Date. (bd) (i) The Escrow Agent No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have delivered to the Company an amount equal to the Escrow Deposit Amount orbeen instituted before any court, in the event the Escrow Amount is less than Escrow Deposit Amountarbitrator or governmental body, the Escrow Amount agency or official and (ii) each Exhibit A-1 Investor shall have delivered to the Company an amount equal to the purchase price set forth opposite such Investor's name on Exhibit A attached hereto under the heading "Purchase Pricebe pending." (ce) The sale of the Notes Shares by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (df) No stop order suspending the effectiveness Each of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (e) The Trustee Purchasers shall have executed and delivered the Base Indenture in the form filed as an exhibit to the Registration Statement and the First Supplemental Indenture Company a Purchaser's Questionnaire, in the form attached hereto as Exhibit D and EXHIBIT B, pursuant to which each such Purchaser shall provide information necessary to confirm each such Purchaser's status as an "accredited investor" (as such term is defined in Rule 501 promulgated under the Trustee shall have executed and delivered a certificate of authentication with respect to the Notes. (f) The Company shall have accepted for payment at least $177,270,500 aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notesSecurities Act). (g) Southeastern Each of the other Purchasers shall have executed and delivered a certificate confirming purchased, in accordance with this Agreement, the accuracy number of its representations in that certain certificate delivered pursuant to Section 4.6(a), regarding the beneficial ownership by Southeastern of certain shares of Common Stock. Each Investor's obligations Stock set forth opposite its name under this Agreement shall the heading "Number of Shares to be several Purchased." (h) All instruments and independent from the obligations of each other Investor; provided, however, that, notwithstanding anything corporate proceedings in this Agreement to the contrary, the Company shall not be obligated to consummate connection with the transactions contemplated by this Agreement unless to be consummated at the conditions set forth Closing shall be satisfactory in this Section 6.3 form and substance to the Company, and the Company shall have been satisfied with respect to received counterpart originals, or certified or other copies of all documents, including without limitation records of the Investorscorporate or other proceedings, which it may have reasonably requested in connection therewith.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Investor (in the case of each of Xxxxxx and Zazove, on behalf of its respective Advisory Clients) the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of such Investor contained in Section 4 of this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on the Closing Date (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date). Such Investor shall have performed and complied in all material respects with all obligations, covenants and conditions to be performed and complied with by such Investor under this Agreement on or prior to the Closing Date. (b) Each Investor (i) The Escrow Agent shall have delivered to the Company an amount equal to the Escrow Deposit Amount or, in the event the Escrow Amount is less than Escrow Deposit Amountcase of each of Xxxxxx and Zazove, the Escrow Amount and (iion behalf of its respective Advisory Clients) each Exhibit A-1 Investor shall have delivered to the Company an amount equal to the purchase price set forth opposite such Investor's ’s name on Exhibit A attached hereto under the heading "“Purchase Price."” (c) The sale of the Notes by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (e) The Trustee shall have executed and delivered the Base Indenture in the form filed as an exhibit to the Registration Statement and the First Second Supplemental Indenture in the form attached hereto as Exhibit D C and the Trustee shall have executed and delivered a certificate of authentication with respect to the Notes. (f) The Company shall have accepted for payment at least $177,270,500 aggregate principal amount of the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notes. (g) Southeastern shall have executed and delivered a certificate confirming the accuracy of its representations in that certain certificate delivered pursuant to Section 4.6(a), regarding the beneficial ownership by Southeastern of certain shares of Common Stock. Each Investor's ’s obligations under this Agreement shall be several and independent from the obligations of each other Investor; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to consummate the transactions contemplated by this Agreement unless the conditions set forth in this Section 6.3 6.2 have been satisfied with respect to all of the Investors.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, Closing and to issue and sell to each Investor Purchaser the Notes Shares and the Warrants to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent:precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Investor contained in Section 4 of this Agreement Purchaser shall be true and correct in all material respects on the date hereof and on as of the Closing Date with the same force and effect as though made on and as of the Closing Date Date. (except that those representations and warranties that address matters only as of a particular date b) The Registration Rights Agreement shall have been true executed by each Purchaser and correct only on such date). delivered to the Company. (c) Such Investor Purchaser shall have performed and complied in all material respects with all obligations, covenants obligations and conditions herein required to be performed and complied with or observed by such Investor under this Agreement it on or prior to the Closing Date. (bd) (i) The Escrow Agent No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have delivered to the Company an amount equal to the Escrow Deposit Amount orbeen instituted before any court, in the event the Escrow Amount is less than Escrow Deposit Amountarbitrator or governmental body, the Escrow Amount agency or official and (ii) each Exhibit A-1 Investor shall have delivered to the Company an amount equal to the purchase price set forth opposite such Investor's name on Exhibit A attached hereto under the heading "Purchase Pricebe pending." (ce) The sale of the Notes Shares and the Warrants by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) No stop order suspending the effectiveness . All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the Registration Statement transactions contemplated hereby shall have been issued duly obtained or made and no proceedings for that purpose shall have been instituted or threatened. (e) The Trustee shall have executed be in full force and delivered the Base Indenture in the form filed as an exhibit to the Registration Statement and the First Supplemental Indenture in the form attached hereto as Exhibit D and the Trustee shall have executed and delivered a certificate of authentication with respect to the Noteseffect. (f) The Company Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have accepted for payment at least $177,270,500 aggregate principal amount of been suspended from trading on the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of NASDAQ National Market or the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notesToronto Stock Exchange. (g) Southeastern The Company shall have received executed agreements (which may be a counterpart signature to this Agreement) from each of the Purchasers to purchase, in accordance with this Agreement, the number of Shares and delivered a certificate confirming the accuracy of Warrants set forth on Exhibit A opposite its representations in that certain certificate delivered pursuant to Section 4.6(a), regarding the beneficial ownership by Southeastern of certain shares of Common Stock. Each Investor's obligations under this Agreement shall be several and independent from the obligations of each other Investor; provided, however, that, notwithstanding anything in this Agreement name. (h) Simultaneously with or prior to the contraryClosing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD). The securities sold to any such third party purchasers shall be obligated to consummate on, and have, such terms and conditions as the transactions contemplated by this Agreement unless the conditions set forth Company shall determine in this Section 6.3 have been satisfied with respect to all of the Investorsits sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Investor the Notes to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent: (a) The representations and warranties of such Investor contained in Section 4 of this Agreement shall be true and correct in all material respects on the date hereof and on the Closing Date as though made on the Closing Date (except that those representations and warranties that address matters only as of a particular date shall have been true and correct only on such date). Such Investor shall have performed and complied in all material respects with all obligations, covenants and conditions to be performed and complied with by such Investor under this Agreement on or prior to the Closing Date. (b) (i) The Escrow Agent shall have delivered to the Company an amount equal to the Escrow Deposit Amount or, in the event the Escrow Amount is less than Escrow Deposit Amount, the Escrow Amount and (ii) each Exhibit A-1 Such Investor shall have delivered to the Company an amount equal to paid the purchase price set forth opposite such Investor's ’s name on Exhibit A attached hereto under the heading "“Purchase PricePrice Payable at the Closing."” (c) The sale of the Notes by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (e) The Company and the Trustee shall have executed and delivered the Base Indenture in the form filed as an exhibit to the Registration Statement and the First Second Supplemental Indenture in the form attached hereto as Exhibit D C and the Trustee shall have executed and delivered a certificate of authentication with respect to the Notes. (f) To the extent the issuance of the Notes and the shares issuable upon the conversion thereof requires the approval of the stockholders of the Company under the rules of The Company Nasdaq Stock Market, Inc., the Company’s stockholders shall have accepted for payment at least $177,270,500 aggregate principal amount of approved the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notesProposal. (g) Southeastern shall have executed and delivered a certificate confirming the accuracy of its representations in that certain certificate delivered pursuant to Section 4.6(a)letter, attached hereto as Exhibit E, regarding the beneficial ownership by Southeastern of certain shares of Common Stock. (h) Unless waived by Southeastern, in the case of Southeastern and solely with respect to the Common Stock issuable to Longleaf Partners Fund (an Advisory Client of Southeastern) upon conversion of Notes being purchased by such fund, the applicable waiting period under the HSR Act shall have expired or been terminated or the applicable governmental authority shall have advised Southeastern and the Company that it will not review the HSR Act filing. Each Investor's ’s obligations under this Agreement shall be several and independent from the obligations of each other Investor; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to consummate the transactions contemplated by this Agreement unless the conditions set forth in this Section 6.3 6.2 have been satisfied with respect to all of the Investors.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, and to issue and sell to each Investor Purchaser the Notes Securities to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction or waiver of the following conditions precedent: (a) The representations and warranties contained herein of each Purchaser shall be true and correct on and as of the Closing Date, with the same force and effect as though made on and as of the Closing Date, except (i) for any failure to be so true and correct which has not had and would not have, individually or in the aggregate, a Purchaser Adverse Effect (other than the representations and warranties of such Investor contained Purchaser set forth in Section 4 of this Agreement 4.2, which shall be true and correct in all material respects on the date hereof respects), and on the Closing Date as though made on the Closing Date (except that ii) for those representations and warranties that which address matters only as of a particular date date, which representations shall have been true and correct only on as of such particular date). Such Investor , except for any failure to be so true and correct as of such particular date which has not had and would not, individually or in the aggregate, have a Purchaser Adverse Effect. (b) Each Purchaser shall have performed and complied in all material respects with all obligations, covenants obligations and conditions herein required to be performed and complied with or observed by such Investor under this Agreement Purchaser on or prior to the Closing Date. (b) (i) The Escrow Agent shall have delivered to the Company an amount equal to the Escrow Deposit Amount or, in the event the Escrow Amount is less than Escrow Deposit Amount, the Escrow Amount and (ii) each Exhibit A-1 Investor shall have delivered to the Company an amount equal to the purchase price set forth opposite such Investor's name on Exhibit A attached hereto under the heading "Purchase Price." (c) The sale of the Notes by the Company shall not be prohibited or enjoined have received a certificate, dated the Closing Date, on behalf of each Purchaser, signed by any law or governmental or court order or regulationa senior executive officer thereof, certifying on behalf of each Purchaser that the conditions specified in the foregoing Sections 6.3(a) and 6.3(b) have been fulfilled. (d) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (e) The Trustee shall have executed and delivered the Base Indenture in the form filed Indenture. (e) The Bank of New York Mellon Trust Company, N.A., as an exhibit to the Registration Statement and the First Supplemental Indenture in the form attached hereto as Exhibit D and the Trustee trustee, shall have executed and delivered a certificate of authentication with respect to the NotesSupplemental Indenture. (f) The Company Each Purchaser shall have accepted for payment at least $177,270,500 aggregate principal amount of executed and delivered the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notesRegistration Rights Agreement. (g) Southeastern Each Purchaser shall have executed and delivered a certificate confirming the accuracy of its representations in that certain certificate delivered pursuant to Section 4.6(a), regarding the beneficial ownership by Southeastern of certain shares of Common Stock. Each Investor's obligations under this Agreement shall be several and independent from the obligations of each other Investor; provided, however, that, notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to consummate the transactions contemplated by this Agreement unless the conditions set forth in this Section 6.3 have been satisfied with respect to all of the Investorsa properly executed withholding certificate.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, Closing and to issue and sell to each Investor Purchaser the Notes Shares and the Warrants to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent:precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Investor contained in Section 4 of this Agreement Purchaser shall be true and correct in all material respects on the date hereof and on as of the Closing Date with the same force and effect as though made on and as of the Closing Date Date. (except that those representations and warranties that address matters only as of a particular date b) The Registration Rights Agreement shall have been true executed by each Purchaser and correct only on such date). delivered to the Company. (c) Such Investor Purchaser shall have performed and complied in all material respects with all obligations, covenants obligations and conditions herein required to be performed and complied with or observed by such Investor under this Agreement it on or prior to the Closing Date. (bd) (i) The Escrow Agent No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have delivered to the Company an amount equal to the Escrow Deposit Amount orbeen instituted before any court, in the event the Escrow Amount is less than Escrow Deposit Amountarbitrator or governmental body, the Escrow Amount agency or official and (ii) each Exhibit A-1 Investor shall have delivered to the Company an amount equal to the purchase price set forth opposite such Investor's name on Exhibit A attached hereto under the heading "Purchase Pricebe pending." (ce) The sale of the Notes Shares and the Warrants by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) No stop order suspending the effectiveness . All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the Registration Statement transactions contemplated hereby shall have been issued duly obtained or made and no proceedings for that purpose shall have been instituted or threatened. (e) The Trustee shall have executed be in full force and delivered the Base Indenture in the form filed as an exhibit to the Registration Statement and the First Supplemental Indenture in the form attached hereto as Exhibit D and the Trustee shall have executed and delivered a certificate of authentication with respect to the Noteseffect. (f) The Company Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have accepted for payment at least $177,270,500 aggregate principal amount of been suspended from trading on the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of NASDAQ National Market or the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notesToronto Stock Exchange. (g) Southeastern The Company shall have received executed agreements (which may be a counterpart signature to this Agreement) from each of the Purchasers to purchase, in accordance with this Agreement, the number of Shares and delivered a certificate confirming the accuracy of Warrants set forth on Exhibit A opposite its representations in that certain certificate delivered pursuant to Section 4.6(a), regarding the beneficial ownership by Southeastern of certain shares of Common Stock. Each Investor's obligations under this Agreement shall be several and independent from the obligations of each other Investor; provided, however, that, notwithstanding anything in this Agreement name. (h) Simultaneously with or prior to the contraryClosing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchasers, for an aggregate minimum of not less than three million dollars United States dollars ($3,000,000 USD) and an aggregate maximum of not more than four million five hundred thousand United States dollars ($4,500,000 USD). The securities sold to any such third party purchasers shall be obligated to consummate on, and have, such terms and conditions as the transactions contemplated by this Agreement unless the conditions set forth Company shall determine in this Section 6.3 have been satisfied with respect to all of the Investorsits sole discretion.

Conditions to the Obligation of the Company to Consummate the Closing. The obligation of the Company to consummate the transactions to be consummated at the Closing, Closing and to issue and sell to each Investor the Notes Purchaser the Shares and the Warrants to be purchased by it at the Closing pursuant to this Agreement, is subject to the satisfaction of the following conditions precedent:precedent (or waiver by the Company): (a) The representations and warranties contained herein of such Investor contained in Section 4 of this Agreement Purchaser shall be true and correct in all material respects on the date hereof and on as of the Closing Date with the same force and effect as though made on and as of the Closing Date Date. (except that those representations and warranties that address matters only as of a particular date b) The Registration Rights Agreement shall have been true executed by the Purchaser and correct only on such date). delivered to the Company. (c) Such Investor Purchaser shall have performed and complied in all material respects with all obligations, covenants obligations and conditions herein required to be performed and complied with or observed by such Investor under this Agreement it on or prior to the Closing Date. (bd) (i) The Escrow Agent No proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to prohibit, alter, prevent or materially delay the Closing, shall have delivered to the Company an amount equal to the Escrow Deposit Amount orbeen instituted before any court, in the event the Escrow Amount is less than Escrow Deposit Amountarbitrator or governmental body, the Escrow Amount agency or official and (ii) each Exhibit A-1 Investor shall have delivered to the Company an amount equal to the purchase price set forth opposite such Investor's name on Exhibit A attached hereto under the heading "Purchase Pricebe pending." (ce) The sale of the Notes Shares and the Warrants by the Company shall not be prohibited or enjoined by any law or governmental or court order or regulation. (d) No stop order suspending the effectiveness . All necessary consents, approvals, licenses, permits, orders and authorizations of, or registrations, declarations and filings with, any governmental or administrative agency or of any other person with respect to any of the Registration Statement transactions contemplated hereby shall have been issued duly obtained or made and no proceedings for that purpose shall have been instituted or threatened. (e) The Trustee shall have executed be in full force and delivered the Base Indenture in the form filed as an exhibit to the Registration Statement and the First Supplemental Indenture in the form attached hereto as Exhibit D and the Trustee shall have executed and delivered a certificate of authentication with respect to the Noteseffect. (f) The Company Conversion Shares and Warrant Shares (i) shall be designated for quotation or conditionally listed (subject to the filing of usual documentation) on the Toronto Stock Exchange, (ii) shall be listed on the NASDAQ National Market, and (iii) shall not have accepted for payment at least $177,270,500 aggregate principal amount of been suspended from trading on the Company's 2.875% Convertible Senior Notes due 2010 and at least $240,833,000 aggregate principal amount of NASDAQ National Market or the Company's 6% Convertible Subordinated Notes due 2010 in the Tender Offers for such notesToronto Stock Exchange. (g) Southeastern The Company shall have received an executed and delivered agreement (which may be a certificate confirming the accuracy of its representations in that certain certificate delivered pursuant counterpart signature to Section 4.6(a), regarding the beneficial ownership by Southeastern of certain shares of Common Stock. Each Investor's obligations under this Agreement shall be several and independent Agreement) from the obligations Purchaser to purchase, in accordance with this Agreement, the number of each other Investor; provided, however, that, notwithstanding anything in this Agreement Shares and Warrants set forth on Exhibit A opposite its name. (h) Simultaneously with or prior to the contraryClosing, the Company shall have sold securities to third party purchasers, who are not acting in concert with the Purchaser, for an aggregate minimum of not less than one million five hundred thousand United States dollars ($1,500,000 USD) and an aggregate maximum of not more than three million United States dollars ($3,000,000 USD). The securities sold to any such third party purchasers shall be obligated to consummate on, and have, such terms and conditions as the transactions contemplated by this Agreement unless the conditions set forth Company shall determine in this Section 6.3 have been satisfied with respect to all of the Investorsits sole discretion.