Common use of Definitive Agreements Clause in Contracts

Definitive Agreements. The Parties hereby agree to negotiate in good faith definitive written agreements ("Definitive Agreements") providing for the sale by the Company to the Initial Purchaser of Convertible Preferred Stock and Detachable Warrants, and other transactions, all as described on the attached term sheet (collectively, the "Transactions"). The Definitive Agreements shall provide the Initial Purchaser with representations, warranties, indemnities and opinions, and contain other terms and provisions customary for transactions of this type. The Parties shall use their reasonable best efforts to consummate the Transactions by March 3, 2000, but in no event shall the parties consummate the Transactions later than March 31, 2000 (the "Termination Date"). The Initial Purchaser's obligation to execute and deliver any such Definitive Agreements and complete the Transactions are subject to (i) the Definitive Agreements being reasonably satisfactory to the Initial Purchaser, (ii) the satisfactory completion of the Initial Purchaser's legal, tax and accounting due diligence investigation of the Company, and (iii) no material adverse change having occurred in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Company. The Company's obligation to execute and deliver any such Definitive Agreements and complete the Transactions are subject to (i) the Definitive Agreements being reasonably satisfactory to the Company and (ii) approval of the form of Definitive Agreements by the Board of Directors of the Company (the "Board").