Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. The subsequent closing of the purchase and sale of 4,765,248 Shares shall take place at the offices of HLG at 10:00 a.m. on or before June , 2012 (which time, date and place are referred to in this Agreement as the “Subsequent Closing” and, together with the Initial Closing, each, a “Closing”). At the Subsequent Closing, the Company shall deliver to the New Investor a certificate representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be purchased by such New Investor at the Subsequent Closing and the total Series C-1 Purchase Price payable by such New Investor at the Subsequent Closing) and each New Investor shall have the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date of the Subsequent Closing.

Subsequent Closing. The subsequent closing Company may sell additional shares of Series E Preferred Stock to the holders of the purchase and sale of 4,765,248 Shares shall take place Company’s Series D Preferred Stock (the “Series D Stockholders”) set forth on Schedule 1A hereto in up to the amounts set forth on such schedule at the offices of HLG at 10:00 a.m. on or before June a subsequent Closing to be held not later than August 13, 2012 2008 (which time, date and place are referred to in this Agreement as the “Subsequent Closing” and”). The Buyers, together with other than HIG, may elect to purchase at the Initial Subsequent Closing, eachfor the Purchase Price per share, a “any or all of the shares of Series E Preferred Stock described on Schedule 1A that are not purchased by the Series D Stockholders. The Company will notify such Buyers of the number of such shares that will not be purchased by the Series D Stockholders at the Subsequent Closing not later than August 8, 2008. Any such Buyer shall notify the Company of its election to purchase such shares not later than two (2) business days after the delivery of such notice by the Company. Unless otherwise agreed to among such Buyers, any such shares shall be purchased by such Buyers pro rata based on the number shares purchased by each such Buyer at the initial Closing”). At the Subsequent Closing (if any), (i) each Series D Stockholder purchasing shares of Series E Preferred Stock shall execute a joinder to this Agreement (in a form satisfactory to the Company) as a “Buyer” hereunder for purposes of the Subsequent Closing, (ii) each Buyer participating in the Subsequent Closing shall pay to the Company, by wire transfer of immediately available funds to an account to be designated by the Company, the aggregate Purchase Price for the shares to be purchased by such Buyer and (iii) the Company shall deliver to the New Investor a certificate each such Buyer certificates representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be Buyer Stock purchased by such New Investor Buyer at the Subsequent Closing subsequent Closing, free and the total Series C-1 Purchase Price payable by such New Investor at the Subsequent Closing) and each New Investor shall have the rights and obligations hereunder and thereunder as an “Investor”, in each case as clear of the date of the Subsequent Closingany Encumbrances.

Subsequent Closing. The subsequent closing Upon receipt of Shareholder Approval, the completion of the purchase and sale of 4,765,248 the Subsequent Shares shall take place at the offices of HLG at 10:00 a.m. on or before June , 2012 and Subsequent Warrants (which time, date and place are referred to in this Agreement as the “Subsequent Closing,” and, together with the Initial Original Closing, eachthe “Closings”) shall occur on a date mutually agreed by the Investor, a the Company and the Placement Agent (the “ClosingSubsequent Closing Date”), which date shall not be later than the earlier of two Business Days following receipt of the Shareholder Approval and 60 days following the Initial Closing Date (the “Subsequent Outside Date”). At the Subsequent Closing, the Company shall deliver to the New Investor a certificate one or more certificates representing the number of Subsequent Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party toand Subsequent Warrants, and become bound byrespectively, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 set forth in paragraph 2(b) of the Securities Exchange Act Purchase Agreement, each such certificate to be registered in the name of 1934the Investor or, if so indicated on the Certificate Questionnaire, substantially in the form attached hereto as amendedExhibit B, in the name of a nominee designated by the Investor. Voting In exchange for the delivery of the certificates representing such Subsequent Shares and Subsequent Warrants, the Investor shall deliver the Subsequent Purchase Price to the Company by wire transfer of immediately available funds pursuant to the Company’s written instructions. 5.1 The Company’s obligation to issue and sell the Subsequent Shares and Subsequent Warrants 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 an executed copy of this Agreement; (b) the accuracy in all material respects when made and on the Subsequent Closing Date of the representations and warranties made by the Investor in this Agreement and the First Refusal fulfillment of the obligations of the Investor to be fulfilled by it under this Agreement on or prior to the Subsequent Closing in all material respects; (c) the execution and Co-Sale Agreement delivery by the Investor of the Registration Rights Agreement; (d) prior receipt by the Company of the Subsequent Purchase Price; (e) the execution and delivery by the Investor of a cross receipt, substantially in the form attached hereto as an Exhibit I (the “Subsequent Cross Receipt”), evidencing receipt of the Subsequent Shares and Subsequent Warrants; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into the Agreements or to consummate the transactions contemplated hereby and thereby; and (g) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.2 The Investor” thereunder without’s obligation to purchase the Subsequent Shares and Subsequent Warrants shall be subject to the following conditions, except as otherwise agreed with any one or more of which may be waived by the Investor: (a) the delivery to the Investor of a legal opinion, dated the Subsequent Closing Date, from counsel to the Company, substantially in the need for an amendment to form attached hereto as Exhibit G; (b) the accuracy in all material respects of the representations and warranties made by the Company in this AgreementAgreement on the date hereof and, the Investors’ Rights Agreementif different, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be purchased by such New Investor at on the Subsequent Closing Date; (c) the execution and delivery by the total Series C-1 Company of the Registration Rights Agreement, (d) the fulfillment of the obligations of the Company to be fulfilled by it under this Agreement on or prior to the Subsequent Closing Date; (e) the execution and delivery by the Company of the Subsequent Cross Receipt evidencing receipt of the Subsequent Purchase Price payable by Price; (f) the absence of any order, writ, injunction, judgment or decree that questions the validity of the Agreements or the right of the Company or the Investor to enter into such New Investor at Agreements or to consummate the transactions contemplated hereby and thereby; (g) the completion of the Second Humble Transaction, to occur simultaneously with the Subsequent Closing; (h) the delivery to the Investor by the Secretary or Assistant Secretary of the Company of a certificate stating that the conditions specified in this paragraph have been fulfilled; and (i) the waiting period applicable to the Subsequent Closing under the HSR Act, if any, shall have expired or been earlier terminated. 5.3 In the event that the Subsequent Closing does not occur on or before the Subsequent Outside Date as a result of the Company’s failure to satisfy any of the conditions set forth above (and each New such condition has not been waived by the Investor), the Company shall return any and all funds paid hereunder to the Investor no later than one (1) Business Day following the Subsequent Outside Date and the Investor shall have the rights and no further obligations hereunder and thereunder as an “Investor”, in each case as of the date of the Subsequent Closinghereunder.

Subsequent Closing. The subsequent closing Subject to the satisfaction or waiver of the conditions set forth in Section 4.2(c) and Section 4.2(d) below, the completion of the purchase and sale of 4,765,248 the Subsequent Closing Shares shall take place at and the offices of HLG at 10:00 a.m. on or before June , 2012 Subsequent Closing Warrants (which time, date and place are referred to in this Agreement as the “Subsequent Closing” and, together with ”) shall occur no later than three (3) business days after the Initial Closing, each, a Stockholder Approval Date (the “ClosingSubsequent Closing Date”), in accordance with Rule 15c6-l promulgated under the Exchange Act. At the Subsequent Closing, (a) the Company shall cause the Transfer Agent to deliver to the New each Investor a certificate representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Subsequent Closing Shares set forth on the Signature Page of such Investor registered in the name of such Investor or, if so indicated on the Investor Questionnaire of such Investor attached hereto as Exhibit A, in the name of a nominee designated by such Investor, (b) the Company shall cause to be delivered to such Investor a Subsequent Closing Warrant for the number of Subsequent Closing Warrant Shares set forth on the Signature Page of such Investor and (c) the aggregate purchase price for the Subsequent Closing Shares and the Subsequent Closing Warrants being purchased by such New Investor at such Subsequent Closing as set forth on the Signature Page of such Investor will be delivered by or on behalf of such Investor to the Company. For the avoidance of doubt, a Subsequent Closing shall not occur if the Stockholder Approval has not occurred or if the other conditions to the Subsequent Closing set forth in Section 4.2(c) and Section 4.2(d) have not been satisfied or waived. If the Subsequent Closing has not occurred on or prior to April 29, 2016 (which date may be extended in the sole discretion of the Company or the Investors to no later May 31, 2016 but only if the conditions to the Subsequent Closing set forth in Section 4.2(c) and Section 4.2(d) shall not have been satisfied or waived on or prior to April 29, 2016, provided that if the Closing shall not have occurred on or prior to April 29, 2016 and the total Series C-1 Purchase Price payable reason therefor is the breach by any party of its representations, warranties, covenants or agreements hereunder, the breaching party shall not have the right to exercise the extension right described in this sentence), no Subsequent Closing shall occur hereunder and the Company and the Investors shall be relieved of all obligations in respect thereof, without limitation of any liability of any such New Investor at party for any breach of any terms hereof that relate thereto. Notwithstanding anything else in this Agreement to the contrary, in the event the Company and the Investors determine that no Stockholder Approval is required in connection with the Subsequent Closing) and each New Investor shall have , the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date closing of the Subsequent Closing Shares and Subsequent Closing Warrants shall occur at the First Closing, or if the First Closing has already been consummated, then within (3) business days following such determination by the Company and the Investors, but subject to the satisfaction or waiver of the conditions set forth in Section 4.2(c) and Section 4.2(d).

Subsequent Closing. The subsequent closing Subject to the satisfaction or waiver of the conditions set forth in Section 4.2(c) and Section 4.2(d) below, the completion of the purchase and sale of 4,765,248 the Subsequent Closing Shares shall take place at and the offices of HLG at 10:00 a.m. on or before June , 2012 Subsequent Closing Warrants (which time, date and place are referred to in this Agreement as the “Subsequent Closing” and, together with ”) shall occur no later than three (3) business days after the Initial Closing, each, a Stockholder Approval Date (the “ClosingSubsequent Closing Date”), in accordance with Rule 15c6-l promulgated under the Exchange Act. At the Subsequent Closing, (a) the Company shall cause the Transfer Agent to deliver to the New Investor a certificate representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Subsequent Closing Shares set forth on the Signature Page of the Investor registered in the name of the Investor or, if so indicated on the Investor Questionnaire of the Investor attached hereto as Exhibit A, in the name of a nominee designated by the Investor, (b) the Company shall cause to be purchased by such New delivered to the Investor at a Subsequent Closing Warrant for the number of Subsequent Closing Warrant Shares set forth on the Signature Page of the Investor and (c) the aggregate purchase price for the Subsequent Closing Shares and the total Series C-1 Purchase Price payable Subsequent Closing Warrants being purchased by such New the Investor at such Subsequent Closing as set forth on the Signature Page of the Investor will be delivered by or on behalf of the Investor to the Company. For the avoidance of doubt, a Subsequent Closing shall not occur if the Stockholder Approval has not occurred or if the other conditions to the Subsequent Closing set forth in Section 4.2(c) and Section 4.2(d) have not been satisfied or waived. If the Subsequent Closing has not occurred on or prior to April 29, 2016 (which date may be extended in the sole discretion of the Company or Sarissa to no later May 31, 2016 but only if the conditions to the Subsequent Closing set forth in Section 4.2(c) and Section 4.2(d) shall not have been satisfied or waived on or prior to April 29, 2016, provided that if the Closing shall not have occurred on or prior to April 29, 2016 and the reason therefor is the breach by any party of its representations, warranties, covenants or agreements hereunder, the breaching party shall not have the right to exercise the extension right described in this sentence), no Subsequent Closing shall occur hereunder and the Company and the Investor shall be relieved of all obligations in respect thereof, without limitation of any liability of any such party for any breach of any terms hereof that relate thereto. Notwithstanding anything else in this Agreement to the contrary, in the event the Company and the Investor determine that no Stockholder Approval is required in connection with the Subsequent Closing) and each New Investor shall have , the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date closing of the Subsequent Closing Shares and Subsequent Closing Warrants shall occur at the First Closing, or if the First Closing has already been consummated, then within (3) business days following such determination by the Company and Sarissa, but subject to the satisfaction or waiver of the conditions set forth in Section 4.2(c) and Section 4.2(d).

Subsequent Closing. The subsequent Prior to the Subsequent Closing (as defined below), the Company shall adopt and file with the Secretary of State of Delaware a Certificate of Amendment to the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit C (the "Amended Certificate") providing for a one-for-ten reverse stock split of the Common Stock and an authorized Common Stock of 20,000,000 shares thereafter. Within three (3) business days of the date of filing of the Amended Certificate with the Secretary of State of Delaware, the closing of the purchase and sale of 4,765,248 (i) One Million Two Hundred Eighty-Five Thousand Five Hundred Sixty-Seven (1,285,567) Shares (post-split) for Six Hundred Twenty-Three Thousand Five Hundred Dollars ($623,500) and (ii) up to an additional Six Million One Hundred Eighty-Five Thousand Five Hundred Sixty-Seven (6,185,567) Shares (post-split) for up to Three Million Dollars ($3,000,000) at the option of the Investor, shall take place at the offices of HLG Brown Raysman or at 10:00 a.m. on such other time and place as the Company and txx Xnvestor shall mutually agree, either orally or before June , 2012 in writing (which time, date time and place are referred to in this Agreement designated as the “"Subsequent Closing” and"), together with upon the Initial Closing, each, a “Closing”)same terms and conditions as those contained herein. At the Subsequent Closing, the Company shall authorize its transfer agent to deliver to the New Investor a certificate the certificates representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be purchased by such New Investor at hereunder within two (2) business days of the Subsequent Closing and the total Series C-1 Purchase Price payable Company hereby covenants that such Shares will be delivered to the Investor by such New Investor time at the address for the Investor specified in Section 6.7 hereof. The Subsequent Closing) and each New Investor shall have the rights and obligations hereunder and thereunder as an “Investor”, in each case as Closing of the date purchase and sale of Shares shall be subject to all the Subsequent provisions hereof referring to Closing, except where the reference is to the First Closing.

Subsequent Closing. The subsequent closing Company and the Purchasers agree that if, and within ten days after, Shareholder Approval (as defined in Section 5.13 hereof) is obtained, the Company shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Series A Preferred Shares and Warrants set forth opposite their respective names under the heading "Subsequent Closing" in Exhibit 1.01. The aggregate purchase price of the Series A Preferred Shares and Warrants being purchased by each Purchaser is set forth opposite such Purchaser's name under the heading "Subsequent Closing" in Exhibit 1.01. The purchase and sale of 4,765,248 Shares shall take place at a closing (the offices of HLG at 10:00 a.m. "Subsequent Closing"; the Initial Closing and the Subsequent Closing referred to herein as a "Closing" and collectively as the "Closings") to be held on or before June the tenth day after Shareholder Approval is obtained, 2012 (which timeat 10:00 A.M., date and place are referred at Xxxxxx, Xxxxx & Bockius LLP, 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 or at such other time as may be mutually agreed upon, subject to in this Agreement as the “Subsequent Closing” and, together with satisfaction of all of the Initial Closing, each, a “Closing”). At conditions to the Subsequent ClosingClosing specified in Article II herein. In addition, the Company shall deliver to the New Investor a certificate representing the Shares that such New Investor is purchasing against payment of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall become a party to, may issue and become bound by, this Agreement, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the need for an amendment to this Agreement, the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement except to add such New Investor as a signatory thereto and to add such New Investor’s name to the appropriate schedule to such agreement (including supplementing Schedule A with the name and address of each New Investor, the number of Shares to be purchased by such New Investor sell at the Subsequent Closing and the total up to 2,988,084 shares of Series C-1 Purchase Price payable by such New Investor at the Subsequent ClosingA Preferred Stock ("Additional Shares") and Warrants for one share of Common Stock for each New Investor shall have four Additional Shares sold (the rights and obligations hereunder and thereunder as an “Investor”, in each case as of the date of the Subsequent Closing."Additional Warrants") to one or more investors (which may include the

Subsequent Closing. The Subject to the terms and conditions of this Agreement, the Company may sell and issue at one or more subsequent closing of the purchase and sale of 4,765,248 Shares shall take place at the offices of HLG at 10:00 a.m. on or before June closings (each, 2012 (which time, date and place are referred to in this Agreement as the a “Subsequent Closing” and, and together with the Initial First Closing and the Second Closing, each, each a “Closing”) at any time on or after the First Closing and prior to or concurrently with the Second Closing, Shares having at least $50,000,000.00 (fifty million Dollars) in aggregate value to one or more Financial Investor(s) and/or Existing Investor (s) (the ”Subsequent Investors”). At Any such sale and issuance at a Subsequent Closing shall be pursuant to a separate purchase agreement having substantially the Subsequent same terms and conditions as those contained herein for the Second Closing, other than the Company shall deliver to the New Investor a certificate representing the Shares that conditions set forth in Section 7, and such New Investor is purchasing against payment Subsequent Investors shall, upon execution and delivery of the aggregate Series C-1 Purchase Price therefor by check or wire transfer. The New Investor shall relevant signature pages, become a party parties to, and become be bound by, this Agreementthe Agreements, the Investors’ Rights Agreement, the Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Voting Agreement and the First Refusal and Co-Sale Agreement as an “Investor” thereunder without, except as otherwise agreed with the Company, the without a need for an amendment to this Agreement, any of the Investors’ Rights Agreement, the Voting Agreement and the First Refusal and Co-Sale Agreement Agreements except to add such New Investor as a signatory thereto and to add such New Subsequent Investor’s name to the appropriate schedule exhibit to such agreement (including supplementing Schedule A with the name Agreements, and address of each New Investor, the number of Shares to be purchased by such New Investor at the Subsequent Closing and the total Series C-1 Purchase Price payable by such New Investor at the Subsequent Closing) and each New Investor shall have the rights and obligations hereunder and thereunder as an “Investor”thereunder, in each case as of the date of the such Subsequent Closing. Upon receipt of written notice from the Company that the Company intends to issue Shares to a Subsequent Investor at a Subsequent Closing pursuant to this Section 2.3, the Investor shall, and shall cause any of its affiliates that is a Significant Holder (as defined in the Rights Agreement) to, promptly (and in any event within three (3) Business Days), waive its right of first refusal under Section 4.1 of the Rights Agreement with respect to the Shares to be issued at such Subsequent Closing, provided, such Subsequent Investor is a Financial Investor or Existing Investor as defined herein and the terms of such issuance otherwise comply with this Section 2.3. For the avoidance of doubt, the Company shall not, without the Investor’s prior written consent, sell any Shares, at a Subsequent Closing or otherwise, to any person other than a Financial Investor or Existing Investor or on terms other than on terms and conditions substantially the same as those contained herein for the Second Closing (other than the conditions set forth in Section 7).