Common use of Delivery of the Shares at Closing Clause in Contracts

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur at a place and time, no later than April 28, 2005 (the "Closing Date"), to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth on the signature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor, provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion in the form attached hereto as Exhibit D. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page hereto; (b) completion of purchases and sales under the Agreements with the Other Investors of no less than 2,544,098 Shares in the aggregate together with the purchase by the Investor; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company's agreement to issue and sell, and the Investors' agreement to purchase, on the Closing Date, not less than 2,544,098 Shares; (b) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (c) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered); (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (c) of this paragraph has been fulfilled, (f) delivery to Investors by the Company of executed copies of a Registration Rights Agreement in the form attached hereto as Exhibit E, and (g) delivery to Investors by the Company of a certificate evidencing the Shares purchased by the Investor.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur at a place and time, no later than April 28February 27, 2005 2002 (the "Closing Date"), to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth on in paragraph 3 of the signature page heretoStock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor, Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion substantially in the form attached hereto as Exhibit D. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) prior receipt by the Company of a certified bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on in paragraph 3 of the Signature Page heretoStock Purchase Agreement; (b) completion of purchases and sales under the Agreements with the Other Investors of no less than 2,544,098 Shares in the aggregate together with the purchase by the InvestorInvestors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company's agreement to issue and sell, and the Investors' agreement to purchase, on the Closing Date, not less than 2,544,098 Sharesone million one hundred thousand (1,100,000) shares of Common Stock; (b) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (c) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered)Closing; (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (c) of this paragraph has been fulfilled, (f) delivery to Investors by the Company of executed copies of a Registration Rights Agreement in the form attached hereto as Exhibit E, and (g) delivery to Investors by the Company of a certificate evidencing the Shares purchased by the Investor.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at a place and time, no later than April 28August , 2005 2003 (the "“Closing Date"”), to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth on in paragraph 3 of the signature page heretoStock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor, Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's ’s agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion substantially in the form attached hereto as Exhibit D. The Company's ’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on in paragraph 3 of the Signature Page heretoStock Purchase Agreement; (b) completion of purchases and sales under the Agreements with the Other Investors of no not less than 2,544,098 Shares in the aggregate together with the purchase by the Investorshares of Common Stock; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's ’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company's agreement completion by the Company of the purchase and sale to issue and sell, the Investor and the Other Investors' agreement to purchase, on the Closing Date, of not less than 2,544,098 Shares( ) shares of Common Stock; (b) evidence satisfactory to the Investor that the Shares have been issued to the Investor (which may be in the form of a facsimile transmission of a copy of the certificate representing the Shares); (c) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (cd) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered)Closing; (de) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (ef) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (cd) of this paragraph has been fulfilled, (f) delivery to Investors by the Company of executed copies of a Registration Rights Agreement in the form attached hereto as Exhibit E, and (g) delivery to Investors by the Company of a certificate evidencing the Shares purchased by the Investor.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur at a place and time, no later than April 28January 7, 2005 2003 (the "Closing Date"), to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth on in paragraph 3 of the signature page heretoStock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor, Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion substantially in the form attached hereto as Exhibit D. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on in paragraph 3 of the Signature Page heretoStock Purchase Agreement; (b) completion of purchases and sales under the Agreements with the Other Investors of no less than 2,544,098 Shares in the aggregate together with the purchase by the InvestorInvestors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company's agreement to issue and sell, and the Investors' agreement to purchase, on the Closing Date, not less than 2,544,098 Sharesthree million (3,000,000) shares of Common Stock; (b) evidence satisfactory to the Investor that the Shares have been issued to the Investor (which may be in the form of a facsimile transmission of a copy of the certificate representing the Shares); (c) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (cd) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered)Closing; (de) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (ef) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (cd) of this paragraph has been fulfilled, (f) delivery to Investors by the Company of executed copies of a Registration Rights Agreement in the form attached hereto as Exhibit E, and (g) delivery to Investors by the Company of a certificate evidencing the Shares purchased by the Investor.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at a place and time, no later than April 28July , 2005 (the "“Closing Date"”), to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth on the signature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor, provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's ’s agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion in the form attached hereto as Exhibit D. C. The Company's ’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page hereto; (b) completion of purchases and sales under the Agreements with the Other Investors of no less than 2,544,098 Shares in the aggregate together with the purchase by the Investor; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's ’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company's ’s agreement to issue and sell, and the Investors' ’ agreement to purchase, on the Closing Date, not less than 2,544,098 Shares; (b) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit DC; (c) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered); (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (c) of this paragraph has been fulfilled, (f) delivery to Investors by the Company of executed copies of a Registration Rights Agreement in the form attached hereto as Exhibit ED, and (g) delivery to Investors by the Company of a certificate evidencing the Shares purchased by the Investor.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "“Closing"”) shall occur at a place and time, no later than April 28January 7, 2005 2003 (the "“Closing Date"”), to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth on in paragraph 3 of the signature page heretoStock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor, Investor provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's ’s agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion substantially in the form attached hereto as Exhibit D. The Company's ’s obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth on in paragraph 3 of the Signature Page heretoStock Purchase Agreement; (b) completion of purchases and sales under the Agreements with the Other Investors of no less than 2,544,098 Shares in the aggregate together with the purchase by the InvestorInvestors; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's ’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company's ’s agreement to issue and sell, and the Investors' ’ agreement to purchase, on the Closing Date, not less than 2,544,098 Sharesthree million (3,000,000) shares of Common Stock; (b) evidence satisfactory to the Investor that the Shares have been issued to the Investor (which may be in the form of a facsimile transmission of a copy of the certificate representing the Shares); (c) the delivery to the Investor by counsel to the Company of a legal opinion in the form attached hereto as Exhibit D; (cd) the representations and warranties of the Company contained in Section 3 being true and correct on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered)Closing; (de) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (ef) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (cd) of this paragraph has been fulfilled, (f) delivery to Investors by the Company of executed copies of a Registration Rights Agreement in the form attached hereto as Exhibit E, and (g) delivery to Investors by the Company of a certificate evidencing the Shares purchased by the Investor.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Shares (the "Closing") shall occur at a place and time, no later than April 28October 19, 2005 2001 (the "Closing Date"), to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth on the signature page hereto, each such certificate to be registered in the name of the Investor or, if so indicated on the Stock Certificate Questionnaire attached hereto as Exhibit A, in the name of a nominee designated by the Investor, provided that, if requested by the Investor, stock certificates representing such Shares shall be delivered in escrow to such Investor's agent prior to the Closing, to be held until the completion of the Closing. In addition, on or prior to the Closing Date, the Company shall cause counsel to the Company to deliver to the Investors a legal opinion substantially in the form attached hereto as Exhibit D. The Company's obligation to issue and sell the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of the purchase price for the Shares being purchased hereunder as set forth on the Signature Page hereto; (b) completion of purchases and sales under the Agreements with the Other Investors of no less than 2,544,098 1,100,000 Shares in the aggregate together with the purchase by the Investor; and (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing. The Investor's obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) the Company's agreement to issue and sell, and the Investors' agreement to purchase, on the Closing Date, not less than 2,544,098 Shares1,100,000 Shares of Common Stock; (b) the delivery to the Investor by counsel to the Company of a legal opinion substantially in the form attached hereto as Exhibit D; (c) the representations and warranties of the Company contained in Section 3 being true and correct in all material respects on and as of such Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing (except with respect to representations and warranties which are made as of a specific date or period, which shall continue to be true and correct in all material respects as of the respective dates and for the respective periods covered); (d) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company to enter into such Agreements or to consummate the transactions contemplated hereby and thereby; and (e) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the condition specified in part (c) of this paragraph has been fulfilled, (f) delivery to Investors by the Company of executed copies of a Registration Rights Agreement in the form attached hereto as Exhibit E, and (g) delivery to Investors by the Company of a certificate evidencing the Shares purchased by the Investor.