Common use of Subsequent Closing Clause in Contracts

Subsequent Closing. The obligation of the Company hereunder to issue and sell the Notes and Warrants to each Buyer at a Subsequent Closing is subject to the satisfaction, on or before Subsequent Closing Date for such Subsequent Closing, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing Collateral Agent and/or such Buyer with prior written notice thereof: (i) If such Buyer is not a Holder under this Agreement prior to such Subsequent Closing Date, Xxxxx shall have executed a joinder to this Agreement in form and substance satisfactory to the Company. (ii) Collateral Agent and such Buyer shall have executed such Xxxxx’s Tranche I Warrant and Tranche II Warrant and delivered the same to the Company. (iii) Such Buyer shall have delivered to the Company its respective Subsequent Advance Amount by wire transfer of immediately available funds. (iv) The representations and warranties of such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the initial Closing and the Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Subsequent Closing Date.

Subsequent Closing. The obligation Subject to the satisfaction or, to the extent permitted by applicable law, waiver by the party entitled to the benefit thereof of all of the conditions to the Subsequent Closing set forth in Article VI, the closing of the sale of the Series B-2 Preferred Shares contemplated hereby (the “Subsequent Closing”) shall take place, immediately prior to the consummation of the Target Acquisition, remotely via the electronic exchange of documents and signatures, or such other time and place as the Company hereunder to issue and sell the Notes and Warrants to each Buyer at a Investor may agree in writing. The date on which the Subsequent Closing is subject to occur is herein referred to as the satisfaction, on or before “Subsequent Closing Date for such Subsequent Closing, of each of Date.” The Company shall provide the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company Investor with at any time in its sole discretion by providing Collateral Agent and/or such Buyer with least five (5) Business Days prior written notice thereof:of the expected closing date of the Target Acquisition. (i) If such Buyer is not a Holder under At the Subsequent Closing: (A) on the terms of this Agreement prior and the Statement With Respect to such Shares, the Company shall deliver to the holders of the Series B-1 Preferred Shares, the Committed Series B-2 Preferred Shares and, if an election has been made by the Investor pursuant to Section 2.01(b)(i), the Upsize Series B-2 Preferred Shares free and clear of all Liens, except restrictions imposed by the articles of incorporation and bylaws of the Company, the Securities Act or any applicable state or foreign securities Laws, and Liens arising due to actions by or on behalf of the Investor, including Liens contemplated by the Issuer Agreement, if any, or Section 5.08 of this Agreement; (B) the Company will deliver to the Investor a customary legal opinion of the General Counsel of the Company or outside corporate counsel to the Company as to the due authorization, valid issuance and non-assessability of the Series B-2 Preferred Shares; and (C) the holders of the Series B-1 Preferred Shares shall pay the Subsequent Closing DateInvestment Purchase Price and, Xxxxx shall have executed a joinder if an election has been made by the Investor pursuant to this Agreement in form and substance satisfactory Section 2.01(b)(i), the Upsize Subsequent Investment Purchase Price to the Company. (ii) Collateral Agent and such Buyer shall have executed such Xxxxx’s Tranche I Warrant and Tranche II Warrant and delivered the same to the Company. (iii) Such Buyer shall have delivered to the Company its respective Subsequent Advance Amount , by wire transfer of in immediately available U.S. federal funds. (iv) The representations and warranties of such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the initial Closing and the Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Subsequent Closing Dateaccount designated by the Company in writing.

Subsequent Closing. The obligation closing of the sale and purchase of the Subsequent Purchased Shares (the "SUBSEQUENT CLOSING") pursuant to Section 2.2(b)(i) shall take place at the offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, at 10:00 a.m., local time, on the second Business Day following the date upon which the conditions set forth in Articles V and VI shall be satisfied or waived in accordance with this Agreement, or at such other time, place and date that the Company hereunder to issue and sell the Notes and Warrants to each Buyer at a Purchaser may agree in writing. The Subsequent Closing is subject pursuant to Section 2.2(b)(ii) shall take place at the satisfactionoffices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, at 10:00 a.m., local time, on the tenth Business Day following the date the purchase price per share is finally determined, PROVIDED THAT if the conditions set forth in Articles V (other than Section 5.14) and VI shall not have be satisfied or before waived in accordance with this Agreement as of such date, the Subsequent Closing Date for shall take place the second Business Day following the date upon which the conditions set forth in Articles V (other than Section 5.14) and VI shall be satisfied or waived in accordance with this Agreement, or at such Subsequent Closingother time, of each of the following conditions, provided place and date that these conditions are for the Company’s sole benefit and may be waived by the Company at any time and the Purchaser may agree in its sole discretion by providing Collateral Agent and/or such Buyer with prior written notice thereof: (i) If such Buyer is not a Holder under this Agreement prior to such writing. The "SUBSEQUENT CLOSING DATE" shall be the date the Subsequent Closing occurs. On the Subsequent Closing Date, Xxxxx the Company shall have executed deliver to the Purchaser a joinder to this Agreement certificate or certificates in definitive form and substance satisfactory to registered in the Company. (ii) Collateral Agent and such Buyer shall have executed such Xxxxx’s Tranche I Warrant and Tranche II Warrant and delivered name of the same to Purchaser, representing the Company. (iii) Such Buyer shall have delivered Subsequent Purchased Shares, against delivery by the Purchaser to the Company its respective Subsequent Advance Amount of the aggregate purchase price therefor by wire transfer of in immediately available funds. (iv) The representations and warranties of such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality funds or material adverse effect, which shall be true and correct in all respects) as certified or clearinghouse check representing the cash portion of the initial Closing and the Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Subsequent Closing Datepurchase price.

Subsequent Closing. (a) The obligation Subsequent Closing shall occur on the tenth (10th) Business Day from the final determination of the Company hereunder to issue Subsequent Closing Purchase Price in accordance with Sections 3.3.1–3.3.4, or on such other date as may be agreed between the Sellers’ Representative and sell Buyer in writing, and in any event not later than five (5) months from the Notes end of the Earn-Out Period (the Subsequent Closing Date). (b) The Subsequent Closing will take place on the Subsequent Closing Date starting at 10 a.m. or at such other time as may be agreed between the Sellers’ Representative and Warrants to each Buyer at a in writing. (c) The Subsequent Closing is not subject to the satisfaction, on or before Subsequent Closing Date for such fulfilment of any conditions precedent. (d) At the Subsequent Closing, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing Collateral Agent and/or such Buyer with prior written notice thereofactions shall take place: (i) If such Buyer is not a Holder under this Agreement prior to such shall pay the Subsequent Closing Date, Xxxxx shall have executed a joinder to this Agreement in form and substance satisfactory Purchase Price to the Company.Sellers’ Account; (ii) Collateral Agent Sellers shall sell and such transfer to Buyer shall have executed such Xxxxx’s Tranche I Warrant the Subsequent Closing Shares and Tranche II Warrant and delivered the same to the Company.Options; (iii) Such Each Seller confirms to Buyer shall that as of Subsequent Closing, he/she/it does not have delivered to any pending or potential claims against Buyer or the Company its respective Subsequent Advance Amount by wire transfer except for any claims arising under this Agreement or employment or service relationship related salary, benefits or compensation claims arising in the Ordinary Course of immediately available funds.Business; and (iv) The representations Parties shall sign and warranties of such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effectexecute a closing memorandum, which shall be true and correct in all respects) as confirming the consummation of the initial actions set out in this Section 5(d). (e) All actions taken in connection with the Subsequent Closing are deemed to have occurred simultaneously as a part of a single transaction and the Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of including any delivery) is deemed to have occurred until all such specific date), and such Buyer shall actions have performed, satisfied and complied in all material respects with been completed by the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Subsequent Closing DateParties.

Subsequent Closing. The obligation of On the Company hereunder to issue and sell the Notes and Warrants to each Buyer at a Subsequent Closing is subject to the satisfaction, on or before Subsequent Closing Date for such Subsequent Closing, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing Collateral Agent and/or such Buyer with prior written notice thereof: (i) If such Buyer is not a Holder under this Agreement prior to such Subsequent Closing Date, Xxxxx (i) each Subsequent Purchaser shall have executed a joinder to this Agreement pay such amount as set forth opposite such Purchaser’s name in form column (5) on the Subsequent Schedule of Purchasers attached hereto (the “Subsequent Subscription Amount” and substance satisfactory to together with the Company. (iiInitial Subscription Amount, the “Subscription Amount”) Collateral Agent and such Buyer shall have executed such Xxxxx’s Tranche I Warrant and Tranche II Warrant and delivered the same to the Company. (iii) Such Buyer shall have delivered to the Company its respective for the Subsequent Advance Amount Notes and the Subsequent Warrants to be issued and sold to such Subsequent Purchaser at the Subsequent Closing (less, in the case of the Lead Investor, the amounts withheld pursuant to Section 5.2) by wire transfer of immediately available funds. funds in accordance with the Company’s written wire instructions or a certified check, (ivii) The representations the Company shall deliver to each Subsequent Purchaser the Subsequent Notes which such Subsequent Purchaser is then purchasing hereunder along with the Subsequent Warrants which such Subsequent Purchaser is purchasing hereunder, in each case duly executed on behalf of the Company and warranties registered in the name of such Buyer Subsequent Purchaser or its designee and (iii) the Company and each Subsequent Purchaser shall be true and correct deliver the other items set forth in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respectsSection 2.2(b) as at the Subsequent Closing. Upon satisfaction of the initial Closing covenants and conditions set forth in Sections 2.2(b), 2.3(c) and 2.3(d), the Subsequent Closing Date as though originally made at that time (except for representations and warranties that speak as shall take place remotely by electronic transfer of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to the Subsequent Closing Datedocumentation.

Subsequent Closing. The obligation Subject in all respects to the last sentence of this paragraph, the subsequent closing (the "Subsequent Closing") of the Company hereunder transactions contemplated by this Agreement and the Transaction Documents will take place at the offices of Xxxxxxxxxx & Xxxxx LLP, 30 Rockefeller Plaza, New York City, at 10:00 a.m. Eastern time, on March 1, 2007 (or on a date designated by the Majority Holders (upon no less than two (2) business days written notice to issue and sell the Notes and Warrants Company) that is on or prior to each Buyer at a the Subsequent Closing is Termination Date if the Audited 2006 Financial Statements have not been delivered to Investors prior to February 15, 2007), subject to the satisfactionsatisfaction or waiver of all conditions set forth in Articles VIII and X hereof, on or before such other date, place or time agreed to by the Company and the Majority Holders (such date of the Closing being hereinafter referred to as the "Subsequent Closing Date for Date"). The Company shall deliver to each Investor a certificate representing the Shares such Investor is purchasing at the Subsequent Closing, of each against payment of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing Collateral Agent and/or such Buyer with prior written notice thereof: (i) If such Buyer is not a Holder under this Agreement prior to such Subsequent Closing Date, Xxxxx shall have executed a joinder to this Agreement in form and substance satisfactory to the Company. (ii) Collateral Agent and such Buyer shall have executed such Xxxxx’s Tranche I Warrant and Tranche II Warrant and delivered the same to the Company. (iii) Such Buyer shall have delivered to the Company its respective Subsequent Advance Amount purchase price therefor by wire transfer of immediately available funds. (iv) The representations funds to such bank and warranties account specified by the Company, cancellation of such Buyer shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality indebtedness, or material adverse effect, which shall be true and correct in all respects) as any combination thereof. Notwithstanding any of the initial Closing foregoing, the obligation of the Investors to purchase Shares and the Company's obligation to sell Shares under Section 2.01(c) hereof shall terminate in full (i) upon consummation of a Qualified Sale or Qualified Public Offering or (ii) on the Subsequent Closing Termination Date as though originally made at that time (except for representations unless the Company and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Buyer at or prior to Majority Holders agree otherwise) if the Subsequent Closing Datehas not occurred on or by such date (provided that the Company's obligation to sell such Shares shall not terminate if the Subsequent Closing has not occurred as a result of a breach by the Company of its obligations under this Agreement and an Investor's obligation to purchase such Shares shall not terminate if the Subsequent Closing has not occurred as a result of a breach by such Investor of its obligations under this Agreement).