Common use of Subsequent Investments Clause in Contracts

Subsequent Investments. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional debentures (the "Filing Debentures") in the aggregate principal amount of One Hundred Fifty Thousand Dollars ($150,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 750,000 shares of Common Stock, for an aggregate purchase price of One Hundred Fifty Thousand Dollars ($150,000), with the closing of such purchase to occur within fifteen (15) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional debentures (the "Effectiveness Debentures" and, collectively with the Filing Debentures, the "Additional Debentures") in the aggregate principal amount of One Hundred Fifty Thousand Dollars ($150,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 750,000 shares of Common Stock, for an aggregate purchase price of One Hundred Fifty Thousand Dollars ($150,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Effectiveness Debentures and the Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investments. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional debentures (the "Filing Debentures") in the aggregate principal amount of One Hundred Fifty Six Hundred, Twenty Five Thousand Dollars ($150,000625,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 750,000 1,875,000 shares of Common Stock, for an aggregate purchase price of One Hundred Fifty Six Hundred, Twenty Five Thousand Dollars ($150,000625,000), with the closing of such purchase to occur within fifteen (15) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional debentures (the "Effectiveness Debentures" and, collectively with the Filing Debentures, the "Additional Debentures") in the aggregate principal amount of One Hundred Fifty Six Hundred, Twenty Five Thousand Dollars ($150,000625,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 750,000 1,875,000 shares of Common Stock, for an aggregate purchase price of One Hundred Fifty Six Hundred, Twenty Five Thousand Dollars ($150,000625,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Effectiveness Debentures and the Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investments. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional debentures (the "Filing Debentures") in the aggregate principal amount of One Hundred Fifty Thousand Dollars ($150,000100,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 750,000 200,000 shares of Common Stock, for an aggregate purchase price of One Hundred Fifty Thousand Dollars ($150,000100,000), with the closing of such purchase to occur within fifteen ten (1510) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional debentures (the "Effectiveness Debentures" and, collectively with the Filing Debentures, the "Additional Debentures") in the aggregate principal amount of One Five Hundred Fifty Thousand Dollars ($150,000550,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 750,000 1,100,000 shares of Common Stock, for an aggregate purchase price of One Five Hundred Fifty Thousand Dollars ($150,000550,000), with the closing of such purchase to occur within five ten (510) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Effectiveness Debentures and the Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.

Subsequent Investments. The Subject to Section 1(d) hereof, Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement grants Xxxxxxxx independent rights (the "Filing Date"Xxxxxxxx Rights") to require Company to sell to it, at any time and from time to time after the date that is six (6) months after the date hereof, regardless of whether any other Closing has occurred, in whole or in part, (A) up to an aggregate of two hundred eighty two thousand five hundred (282,500) shares of Company's Series A Cumulative Convertible Preferred Stock having the same terms, conditions, rights, preferences and privileges as the Initial Preferred Stock (such shares shall collectively be referred to as the ""Additional Preferred Shares" and together with the Initial Preferred Shares, the ""Preferred Shares"), the Buyers shall purchase additional debentures (the "Filing Debentures") in the aggregate principal amount at a price of One Hundred Fifty Thousand Dollars one hundred dollars ($150,000100.00) and additional warrants (the "Filing Warrants") to purchase an aggregate of 750,000 shares of Common Stockper share, for up to an aggregate purchase price of One Hundred Fifty Thousand Dollars twenty eight million two hundred fifty thousand dollars ($150,00028,250,000), payable, at the election of Xxxxxxxx, in cash or Venture Units or a combination thereof, for an aggregate of up to three million two hundred fifty thousand dollars ($3,250,000) of cash and twenty five million ($25,000,000) of Venture Units (any purchase of shares of Preferred Shares described above referred to as a ""Subsequent Investment"). The Venture Units shall be valued as specified in Section 1(e) hereof. Xxxxxxxx shall have the rights with respect to the Additional Preferred Shares specified in this Agreement and in the Certificate of Rights and Preferences. Company shall have the rights with respect to the Venture Units specified in the Venture Operating Agreement. To exercise any Xxxxxxxx Rights, Xxxxxxxx shall deliver one or more written notices substantially in the form attached hereto as Annex B (a ""Xxxxxxxx Notice") to Company from time to time commencing on the date that is six (6) months after the date hereof. Upon satisfaction or, if applicable, waiver of the relevant conditions set forth in Sections 14 and 15 hereof, the closing of such purchase to occur within fifteen each exercise of Xxxxxxxx Rights (15each, a ""Subsequent Closing") days shall take place on the date that is three (3) Business Days following and excluding the date of delivery of the Filing Xxxxxxxx Notice or on such other date as Xxxxxxxx and Company shall mutually agree (such date and time being referred to herein as the ""Subsequent Closing Date; provided," and together with the Initial Closing Date, however, that the obligation of each Buyer to purchase the Filing Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, a ""Closing Date"). If any of the conditions set forth in Section 7. The 14 hereof are not satisfied or waived on or prior to 9:30 a.m. New York City time on the Subsequent Closing Date or if Company fails to perform its obligations on the Subsequent Closing Date (including delivery of all applicable Preferred Shares on such date) for any reason other than Xxxxxxxx'x failure to satisfy the relevant conditions required by Section 15 hereof, then in addition to all remedies available to Xxxxxxxx at law or in equity, Xxxxxxxx may, in its sole discretion and at any time, withdraw the Buyers further agree that, upon the declaration Xxxxxxxx Notice by written notice to Company regardless of effectiveness whether such conditions have been satisfied or waived as of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional debentures (the "Effectiveness Debentures" withdrawal date and, collectively after such withdrawal, shall have no further obligations with the Filing Debentures, the "Additional Debentures") in the aggregate principal amount of One Hundred Fifty Thousand Dollars ($150,000) respect to such Xxxxxxxx Notice and additional warrants (the "Effectiveness Warrants" and, collectively may submit a Xxxxxxxx Notice on any future date with the Filing Warrants, the "Additional Warrants") respect to purchase an aggregate of 750,000 shares of Common Stock, for an aggregate purchase price of One Hundred Fifty Thousand Dollars ($150,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Effectiveness Debentures and the Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreementits Xxxxxxxx Rights.

Subsequent Investments. The Company and the Buyers agree that, upon the filing by the Company of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Filing Date"), the Buyers shall purchase additional debentures (the "Filing Debentures") in the aggregate principal amount of One Hundred Fifty Thousand Dollars ($150,000) and additional warrants (the "Filing Warrants") to purchase an aggregate of 750,000 shares of Common Stock, for an aggregate purchase price of One Hundred Fifty Thousand Dollars ($150,000), with the closing of such purchase to occur within fifteen (15) days of the Filing Date; provided, however, that the obligation of each Buyer to purchase the Filing Debentures and the Filing Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7. The Company and the Buyers further agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), the Buyers shall purchase additional debentures (the "Effectiveness Debentures" and, collectively with the Filing Debentures, the "Additional Debentures") in the aggregate principal amount of One Three Hundred Fifty Thousand Dollars ($150,000300,000) and additional warrants (the "Effectiveness Warrants" and, collectively with the Filing Warrants, the "Additional Warrants") to purchase an aggregate of 750,000 1,500,000 shares of Common Stock, for an aggregate purchase price of One Three Hundred Fifty Thousand Dollars ($150,000300,000), with the closing of such purchase to occur within five (5) days of the Effective Date; provided, however, that the obligation of each Buyer to purchase the Effectiveness Debentures and the Effectiveness Warrants is subject to the satisfaction, at or before the closing of such purchase and sale, of the conditions set forth in Section 7; and, provided, further, that there shall not have been a Material Adverse Effect as of such effective date. The terms of the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and Warrants to be issued on the Closing Date. The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in the Registration Rights Agreement) and shall be included in the Registration Statement to be filed pursuant to the Registration Rights Agreement.