Common use of Purchase Price and Closings Clause in Contracts

Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the number of Shares and the Warrants for the aggregate purchase price specified set forth opposite their respective names on Exhibit A attached A. The Shares shall be sold and funded in separate closings (each, a “Closing”), in each case pursuant to terms of this Agreement and provided that each such Purchaser executes a signature page hereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which the Purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. The initial Closing under this Agreement (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Initial Closing”) shall take place on or about May 7, 2007 (the “Initial Closing Date”) and shall be funded in the amount of at least One Million Dollars ($1,000,000). Each subsequent Closing under this Agreement (each, a date and time agreed to by “Subsequent Closing”) shall take place upon the mutual agreement of the Company and the Shareholders closing on such datePurchasers, but in no Closing shall take place event later than November 15July 31, 20102007 (each, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering PeriodSubsequent Closing Date”). The date on which a Initial Closing takes place is Date and each Subsequent Closing Date are sometimes referred to in this Agreement as a the “Closing Date”. Each Closing under this Agreement shall take place at the offices of counsel to the Placement AgentXxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m., New York time. Subject to the terms and conditions of this Agreement, at the each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, hereto and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the each Closing, the each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an escrow account maintained designated by Signature Bank, as the escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)agent.

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the number of Shares and the Warrants for the aggregate purchase price specified set forth opposite their respective names on Exhibit A attached hereto (the “Purchase Price”). There may A. The Securities shall be sold and funded in one or more Closings closings (as defined below) pursuant to this Agreementeach, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) ), the first of which shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than or about November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 155, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”). Each Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementUnits to be purchased by such Purchaser multiplied by the Per Unit Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such dateor about November 13, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 2009 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than Three Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained designated by Signature Bank, as the escrow agent (prior to the “Escrow Agent”), pursuant Closing. The Company may also accept certain non-cash consideration or cash consideration delivered directly to an escrow agreement (the “Escrow Agreement”) by and among the Company, as agreed upon between the Escrow Agent Company and Aegis Capital Corp. (the “Placement Agent”)any Purchaser and set forth on Exhibit A hereto.

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree Purchaser agrees to purchase the number of Preferred Shares set forth opposite Purchaser’s name on Exhibit A. Purchaser acknowledges that the sale of Preferred Shares to Purchaser is part of an offering of such securities and that there will be other purchasers of Preferred Shares in that offering, in each case pursuant to terms of this Agreement or agreements with terms and conditions substantially the same as this Agreement and provided that each such purchaser of Preferred Shares executes a signature page thereto and to each of the other Transaction Documents (as defined in Section 2.1(b) hereof) to which said purchasers are a party, and thereby agrees to be bound by and subject to the terms and conditions hereof and thereof. The Company may accept or reject any subscription for Preferred Shares, including Purchaser’s. The initial Closing under this Agreement (the “Initial Closing”) shall take place on or about December __, 2009, or as soon thereafter as the Company has identified purchasers (including Purchaser) to invest at least $2,600,000 in the Preferred Shares (excluding any Purchase Price paid by cancellation of Company debt) and all other conditions to closing have been satisfied or waived (the “Initial Closing Date”). Each subsequent Closing (each, a “Subsequent Closing”) shall take place upon the mutual agreement of the Company and the Warrants for purchasers participating in such Subsequent Closing, but in no event later than sixty (60) days from the Initial Closing Date (each, a “Subsequent Closing Date”); provided, however, that the parties may mutually agree to extend the Subsequent Closing Date beyond the sixty-day period. The maximum aggregate purchase price specified on Exhibit A attached hereto paid at all closings for purchases of the Preferred Shares (including by cancellation of Company debt) will be $30,000,000 (the aggregate of all such purchase prices paid at any Closing, the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in under this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement AgentDurham Xxxxx & Xxxxxxx, P.C., 000 Xxxx Xxxxxxxx, Xxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000 at 10:00 a.m., Mountain Time, or at such other time and place as may be mutually agreed upon. Subject to the terms and conditions of this Agreement, at the each Closing the Company shall deliver or cause to be delivered to each Purchaser purchaser participating in such Closing (x) a certificate for the number of Preferred Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, acquired by said purchaser and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the each Closing, the Purchaser each purchaser shall deliver cause its Purchase Price to be delivered by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, net of wire and bank fees. Wire instructions will be provided separately by the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”)Company following receipt of this Agreement duly executed by Purchaser.

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such dateor about December 3, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 2009 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than One Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).

Purchase Price and Closings. Subject to In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions hereofof this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale number of Shares and Warrants set forth opposite their respective names on Exhibit A. The Securities shall be sold and funded in a closing (the Warrants (each a “Closing”) that shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15or about February 9, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “"Closing Date”); provided, however, that in the event that the Company receives an aggregate Purchase Price of less than Three Million Dollars at the Closing, it may hold one or more additional closings until it has received the maximum aggregate Purchase Price pursuant to Section 1.1(a) above. Each The Closing shall take place at the offices of counsel the Company, 00 Xxxxx Xxxxxxx, Xxxxxxxx, XX 00000; provided, that all of the conditions set forth in Article IV hereof and applicable to the Placement AgentClosing shall have been fulfilled or waived in accordance herewith. Subject At the Closing and upon receipt by the Company of the appropriate purchase price from each Purchaser (i.e., a purchase price equal to the terms and conditions number of this AgreementShares to be purchased by such Purchaser multiplied by the Per Share Purchase Price), at the Closing the Company shall deliver or cause to be delivered to each such Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (yz) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Each Purchaser shall deliver each of the documents required to be delivered by it pursuant to Article IV hereof as well as its portion of the Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).