Common use of Subsequent Purchases and Sales Clause in Contracts

Subsequent Purchases and Sales. (a) Subject to the terms and conditions hereof, following the Second Closing, the Company shall have the right to require, subject to satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, Buyer to purchase from the Company from time to time at one or more Subsequent Closings, an aggregate of 10,526,316 Purchased Shares (each referred to as a "Subsequent Purchase" and, together, the "Subsequent Purchases"). Subject to the terms and conditions hereof, the Closing of any Subsequent Purchase shall occur as soon as possible following the date on which the applicable conditions set forth in Section 7.3 and 7.4 shall have been satisfied or duly waived. (b) At least 20 Business Days prior to a Subsequent Purchase, the Company shall notify (which notice shall be in writing and irrevocable) Buyer of the anticipated date of the Subsequent Closing and the number of Purchased Shares the Company is requiring Buyer to purchase, which shall not be fewer than 1,052,631 Purchased Shares (except the final Subsequent Purchase). (c) If fewer than 3,508,772 of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to six months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 3,508,772 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) on or before the date six months after the date of the Second Closing, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (d) If fewer than 7,017,544 of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to twelve months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 7,017,544 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) on or before the date twelve months after the date of Second Closing, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (e) If fewer than all Purchased Shares shall have been issued and sold at any and all Closings on or before eighteen months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of all such remaining shares from the Company (and the Company shall sell to Buyer such number of shares) on or before eighteen months after the Second Closing, or as soon thereafter as all conditions to Buyer's obligation to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (f) If the condition set forth in Section 7.3(e) is not satisfied (which determination shall be made by Buyer, based upon the written advice of Buyer's counsel, and the cause of such determination is not cured by the Company prior to the relevant Closing) or waived at any time when a Closing would otherwise occur, the relevant Closing will be effected as to the number of Purchased Shares, if any, as will not result in such condition failing to be satisfied, and Buyer shall acquire any remaining Purchased Shares as soon thereafter as such condition to Buyer's obligation to effect the Subsequent Purchase shall have been, as determined in Buyer's sole discretion, satisfied or waived.

Subsequent Purchases and Sales. (a) Subject to the terms and conditions hereof, following the Second ClosingInitial Closing Buyer will purchase and acquire (and the Advancing Party shall advance sufficient funds for such purchase) from the Company, and the Company shall have the right will sell and deliver to requireBuyer, subject to satisfaction or waiver of the applicable conditions set forth in Sections 7.2, 7.3 and 7.4, Buyer to purchase from (i) at the Company Second Closing 3,078,988 Purchased Shares and (ii) after the Second Closing from time to time as determined by the Company (but in any event on or before the earlier of eighteen months after the Stockholder Approval and June 30, 1999) at one or more Subsequent Closings, Closings an aggregate of 10,526,316 4,653,325 Purchased Shares (each Closing referred to in clauses (i) and (ii) referred to as a "Subsequent Purchase" and, together, the "Subsequent Purchases"). (b) At least 20 calendar days prior to a Subsequent Purchase, the Company shall notify (which notice shall be in writing and shall be irrevocable) Buyer of the anticipated date of the Subsequent Closing and the number of Purchased Shares the Company is requiring Buyer to purchase, which shall not be fewer than 715,000 Purchased Shares (or such lesser amount if the number of Purchased Shares to be purchased under the Remaining Equity Commitment is less than 715,000); provided, however, that the notice of the stockholders meeting called to approve the issuance of the Company's Common Stock shall serve as notice for the Second Closing and the Second Closing shall occur on the date of Stockholder Approval if the other conditions thereto specified in this Agreement have been satisfied. Subject to the terms and conditions hereof, the Closing of any Subsequent Purchase shall occur as soon as possible following the date on which the applicable conditions set forth in Section Sections 7.2, 7.3 and 7.4 shall have been satisfied or duly waived. (b) At least 20 Business Days prior to a Subsequent Purchase, the Company shall notify (which notice shall be in writing and irrevocable) Buyer of the anticipated date of the Subsequent Closing and the number of Purchased Shares the Company is requiring Buyer to purchase, which shall not be fewer than 1,052,631 Purchased Shares (except the final Subsequent Purchase). (c) If fewer than 3,508,772 of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to six months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 3,508,772 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) on or before the date six months after the date of the Second Closing, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (d) If fewer than 7,017,544 of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to twelve months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 7,017,544 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) on or before the date twelve months after the date of Second Closing, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (e) If fewer than all Purchased Shares shall have been issued and sold at any and all Closings on or before the earlier of eighteen months after the Second ClosingStockholder Approval and June 30, 1999, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of all such remaining shares from the Company (and the Company shall sell to Buyer such number of sharesBuyer) on or before the earlier of eighteen months after the Second ClosingStockholder Approval and June 30, 1999, or as soon thereafter as all conditions to Buyer's obligation to effect the Subsequent Purchase hereunder shall have been satisfied or waived; provided, however, that Buyer may waive the foregoing requirement that such shares be purchased by such date. (f) If the condition set forth in Section 7.3(e) is not satisfied (which determination shall be made by Buyer, based upon the written advice of Buyer's counsel, and the cause of such determination is not cured by the Company prior to the relevant Closing) or waived at any time when a Closing would otherwise occur, the relevant Closing will be effected as to the number of Purchased Shares, if any, as will not result in such condition failing to be satisfied, and Buyer shall acquire any remaining Purchased Shares as soon thereafter as such condition to Buyer's obligation to effect the Subsequent Purchase shall have been, as determined in Buyer's sole discretion, satisfied or waived.

Subsequent Purchases and Sales. (a) Subject to the terms and conditions hereof, following the Second Closing, the Company shall have be obligated to sell to the right to requirePurchaser, subject to satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, Buyer to purchase from the Company from time to time at one or more Subsequent Closings, an aggregate of 10,526,316 Purchased Shares 18,667 shares of Class AA Preferred Stock and 21,333 shares of Class AB Preferred Stock, apportioned between the Class AA Preferred Stock and the Class AB Preferred Stock in proportionate amounts and apportioned between the Class ABI Preferred Stock and the Class ABII Preferred Stock as set forth in Section 10.17 (each referred to as a "Subsequent Purchase" and, together, the "Subsequent Purchases"), subject --------------------- ---------------------- to satisfaction or waiver of the conditions set forth in Sections 7.1 and 7.3 and Article VIII. Subject to the terms and conditions hereof, the Closing of any Subsequent Purchase shall occur as soon as possible practicable following the date on which the applicable conditions set forth in Section 7.3 Article VII and 7.4 Article VIII shall have been satisfied or duly waivedwaived and the applicable notice period referred to in Section 3.3(b) below shall have expired. (b) At least 20 Business Days prior to a any Subsequent Purchase, the Company shall notify (which notice shall be in writing and irrevocable) Buyer the Purchaser of the anticipated date of the Subsequent Closing (which shall be a Business Day) and the number of Purchased Shares shares of Preferred Stock the Company is requiring Buyer the Purchaser to purchase, which shall not be fewer than 1,052,631 Purchased 10,000 Shares (except the final Subsequent Purchase). (c) If fewer than 3,508,772 of Preferred Stock unless such purchase is of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to six months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver balance of the applicable conditions set forth in Sections 7.3 and 7.4, Preferred Stock. The Company shall be obligated to require the Purchaser to make a Subsequent Purchase Purchases of all of the number of Purchased Shares equal to 3,508,772 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) Preferred Stock on or before the date six months after the date of the Second ClosingDecember 31, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived1998. (d) If fewer than 7,017,544 of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to twelve months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 7,017,544 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) on or before the date twelve months after the date of Second Closing, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (e) If fewer than all Purchased Shares shall have been issued and sold at any and all Closings on or before eighteen months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of all such remaining shares from the Company (and the Company shall sell to Buyer such number of shares) on or before eighteen months after the Second Closing, or as soon thereafter as all conditions to Buyer's obligation to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (f) If the condition set forth in Section 7.3(e) is not satisfied (which determination shall be made by Buyer, based upon the written advice of Buyer's counsel, and the cause of such determination is not cured by the Company prior to the relevant Closing) or waived at any time when a Closing would otherwise occur, the relevant Closing will be effected as to the number of Purchased Shares, if any, as will not result in such condition failing to be satisfied, and Buyer shall acquire any remaining Purchased Shares as soon thereafter as such condition to Buyer's obligation to effect the Subsequent Purchase shall have been, as determined in Buyer's sole discretion, satisfied or waived.

Subsequent Purchases and Sales. (a) Subject to the terms and conditions hereof, following the Second Closing, the Company shall have be obligated to sell to the right to requirePurchaser, subject to satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, Buyer to purchase from the Company from time to time at one or more Subsequent Closings, an aggregate of 10,526,316 Purchased Shares 35,000 shares of Class AB Preferred Stock, apportioned between the Class ABI Preferred Stock and the Class ABII Preferred Stock as set forth in Section 10.17 (each referred to as a "Subsequent Purchase" and, together, the "Subsequent Purchases"), subject to satisfaction or waiver of the conditions set forth in Sections 7.1 and 7.3 and Article VIII. Subject to the terms and conditions hereof, the Closing of any Subsequent Purchase shall occur as soon as possible practicable following the date on which the applicable conditions set forth in Section 7.3 Article VII and 7.4 Article VIII shall have been satisfied or duly waivedwaived and the applicable notice period referred to in Section 3.3(b) below shall have expired; provided, however, that no Subsequent Purchase shall occur within six months following the date of the Second Closing unless the Purchaser expressly consents in writing to any such Subsequent Purchase. Concurrently with the earlier of (i) the first sale of Class AB Preferred Stock (or debt instrument issued as described in Section 10.16) or (ii) the date on which the Company receives a written notice from the Purchaser notifying the Company that it has failed to purchase the amount of Class AB Preferred Stock required by the terms of this Agreement (which notice shall not be delivered prior to December 31, 1998), the Company shall issue 625,000 Warrants to the Purchaser and shall execute and deliver the Supplemental Warrant Agreement to the Purchaser and shall issue the Supplemental Warrants. The Company represents and warrants that upon satisfaction of the conditions set forth herein, no further action is required to permit the execution and delivery of the Supplemental Warrant Agreement and for the Warrants and the Supplemental Warrants to be deemed issued and outstanding. (b) At least 20 Business Days prior to a any Subsequent Purchase, the Company shall notify (which notice shall be in writing and irrevocable) Buyer the Purchaser of the anticipated date of the Subsequent Closing (which shall be a Business Day) and the number of Purchased Shares shares of Class AB Preferred Stock the Company is requiring Buyer the Purchaser to purchase, which shall not be fewer than 1,052,631 Purchased 10,000 Shares (except the final Subsequent Purchase). (c) If fewer than 3,508,772 of Class AB Preferred Stock unless such purchase is of the Purchased Shares balance of the Class AB Preferred Stock. The Company shall have been issued and sold at all Subsequent Closings prior be obligated to six months after the Second Closing, then Buyer shall, subject sell to the satisfaction or waiver Purchaser all of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 3,508,772 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) Class AB Preferred Stock on or before the date six months after the date of the Second ClosingDecember 31, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived1998. (d) If fewer than 7,017,544 of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to twelve months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 7,017,544 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) on or before the date twelve months after the date of Second Closing, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (e) If fewer than all Purchased Shares shall have been issued and sold at any and all Closings on or before eighteen months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of all such remaining shares from the Company (and the Company shall sell to Buyer such number of shares) on or before eighteen months after the Second Closing, or as soon thereafter as all conditions to Buyer's obligation to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (f) If the condition set forth in Section 7.3(e) is not satisfied (which determination shall be made by Buyer, based upon the written advice of Buyer's counsel, and the cause of such determination is not cured by the Company prior to the relevant Closing) or waived at any time when a Closing would otherwise occur, the relevant Closing will be effected as to the number of Purchased Shares, if any, as will not result in such condition failing to be satisfied, and Buyer shall acquire any remaining Purchased Shares as soon thereafter as such condition to Buyer's obligation to effect the Subsequent Purchase shall have been, as determined in Buyer's sole discretion, satisfied or waived.

Subsequent Purchases and Sales. (a) Subject to the terms and conditions hereof, following the Second Closing, the Company shall have be obligated to sell to the right to requirePurchaser, subject to satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, Buyer to purchase from the Company from time to time at one or more Subsequent Closings, an aggregate of 10,526,316 Purchased Shares 18,667 shares of Class AA Preferred Stock and 21,333 shares of Class AB Preferred Stock, apportioned between the Class AA Preferred Stock and the Class AB Preferred Stock in proportionate amounts and apportioned between the Class ABI Preferred Stock and the Class ABII Preferred Stock as set forth in Section 10.17 (each referred to as a "Subsequent Purchase" and, together, the "Subsequent Purchases"), subject ------------------- -------------------- to satisfaction or waiver of the conditions set forth in Sections 7.1 and 7.3 and Article VIII. Subject to the terms and conditions hereof, the Closing of any Subsequent Purchase shall occur as soon as possible practicable following the date on which the applicable conditions set forth in Section 7.3 Article VII and 7.4 Article VIII shall have been satisfied or duly waivedwaived and the applicable notice period referred to in Section 3.3(b) below shall have expired. (b) At least 20 Business Days prior to a any Subsequent Purchase, the Company shall notify (which notice shall be in writing and irrevocable) Buyer the Purchaser of the anticipated date of the Subsequent Closing (which shall be a Business Day) and the number of Purchased Shares shares of Preferred Stock the Company is requiring Buyer the Purchaser to purchase, which shall not be fewer than 1,052,631 Purchased 10,000 Shares (except the final Subsequent Purchase). (c) If fewer than 3,508,772 of Preferred Stock unless such purchase is of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to six months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver balance of the applicable conditions set forth in Sections 7.3 and 7.4, Preferred Stock. The Company shall be obligated to require the Purchaser to make a Subsequent Purchase Purchases of all of the number of Purchased Shares equal to 3,508,772 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) Preferred Stock on or before the date six months after the date of the Second ClosingDecember 31, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived1998. (d) If fewer than 7,017,544 of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to twelve months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 7,017,544 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) on or before the date twelve months after the date of Second Closing, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (e) If fewer than all Purchased Shares shall have been issued and sold at any and all Closings on or before eighteen months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of all such remaining shares from the Company (and the Company shall sell to Buyer such number of shares) on or before eighteen months after the Second Closing, or as soon thereafter as all conditions to Buyer's obligation to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (f) If the condition set forth in Section 7.3(e) is not satisfied (which determination shall be made by Buyer, based upon the written advice of Buyer's counsel, and the cause of such determination is not cured by the Company prior to the relevant Closing) or waived at any time when a Closing would otherwise occur, the relevant Closing will be effected as to the number of Purchased Shares, if any, as will not result in such condition failing to be satisfied, and Buyer shall acquire any remaining Purchased Shares as soon thereafter as such condition to Buyer's obligation to effect the Subsequent Purchase shall have been, as determined in Buyer's sole discretion, satisfied or waived.

Subsequent Purchases and Sales. (a) Subject to the terms and conditions hereof, following the Second Closing, the Company shall have be obligated to sell to the right to requirePurchaser, subject to satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, Buyer to purchase from the Company from time to time at one or more Subsequent Closings, an aggregate of 10,526,316 Purchased Shares 35,000 shares of Class AB Preferred Stock, apportioned between the Class ABI Preferred Stock and the Class ABII Preferred Stock as set forth in Section 10.17 (each referred to as a "Subsequent Purchase" and, together, the "Subsequent Purchases"), subject to ------------------- -------------------- satisfaction or waiver of the conditions set forth in Sections 7.1 and 7.3 and Article VIII. Subject to the terms and conditions hereof, the Closing of any Subsequent Purchase shall occur as soon as possible practicable following the date on which the applicable conditions set forth in Section 7.3 Article VII and 7.4 Article VIII shall have been satisfied or duly waivedwaived and the applicable notice period referred to in Section 3.3(b) below shall have expired; provided, however, that no Subsequent Purchase -------- ------- shall occur within six months following the date of the Second Closing unless the Purchaser expressly consents in writing to any such Subsequent Purchase. Concurrently with the earlier of (i) the first sale of Class AB Preferred Stock (or debt instrument issued as described in Section 10.16) or (ii) the date on which the Company receives a written notice from the Purchaser notifying the Company that it has failed to purchase the amount of Class AB Preferred Stock required by the terms of this Agreement (which notice shall not be delivered prior to December 31, 1998), the Company shall issue 625,000 Warrants to the Purchaser and shall execute and deliver the Supplemental Warrant Agreement to the Purchaser and shall issue the Supplemental Warrants. The Company represents and warrants that upon satisfaction of the conditions set forth herein, no further action is required to permit the execution and delivery of the Supplemental Warrant Agreement and for the Warrants and the Supplemental Warrants to be deemed issued and outstanding. (b) At least 20 Business Days prior to a any Subsequent Purchase, the Company shall notify (which notice shall be in writing and irrevocable) Buyer the Purchaser of the anticipated date of the Subsequent Closing (which shall be a Business Day) and the number of Purchased Shares shares of Class AB Preferred Stock the Company is requiring Buyer the Purchaser to purchase, which shall not be fewer than 1,052,631 Purchased 10,000 Shares (except the final Subsequent Purchase). (c) If fewer than 3,508,772 of Class AB Preferred Stock unless such purchase is of the Purchased Shares balance of the Class AB Preferred Stock. The Company shall have been issued and sold at all Subsequent Closings prior be obligated to six months after the Second Closing, then Buyer shall, subject sell to the satisfaction or waiver Purchaser all of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 3,508,772 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) Class AB Preferred Stock on or before the date six months after the date of the Second ClosingDecember 31, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived1998. (d) If fewer than 7,017,544 of the Purchased Shares shall have been issued and sold at all Subsequent Closings prior to twelve months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of the number of Purchased Shares equal to 7,017,544 less the number of Purchased Shares purchased after the Second Closing but prior to such date, from the Company (and the Company shall sell to Buyer such number of shares) on or before the date twelve months after the date of Second Closing, or as soon thereafter as all conditions to the parties' obligations to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (e) If fewer than all Purchased Shares shall have been issued and sold at any and all Closings on or before eighteen months after the Second Closing, then Buyer shall, subject to the satisfaction or waiver of the applicable conditions set forth in Sections 7.3 and 7.4, make a Subsequent Purchase of all such remaining shares from the Company (and the Company shall sell to Buyer such number of shares) on or before eighteen months after the Second Closing, or as soon thereafter as all conditions to Buyer's obligation to effect the Subsequent Purchase hereunder shall have been satisfied or waived. (f) If the condition set forth in Section 7.3(e) is not satisfied (which determination shall be made by Buyer, based upon the written advice of Buyer's counsel, and the cause of such determination is not cured by the Company prior to the relevant Closing) or waived at any time when a Closing would otherwise occur, the relevant Closing will be effected as to the number of Purchased Shares, if any, as will not result in such condition failing to be satisfied, and Buyer shall acquire any remaining Purchased Shares as soon thereafter as such condition to Buyer's obligation to effect the Subsequent Purchase shall have been, as determined in Buyer's sole discretion, satisfied or waived.