Subsequent Sales of Shares. Xxxxxxx Venture Partners, L.L.C. (“Xxxxxxx”) agrees to assist the Company in identifying one or more potential additional purchasers mutually acceptable to the Company and Xxxxxxx (the “Additional Purchasers”). At any time on or before the 90th day following the First Closing or at such later time as Xxxxxxx and Intersouth Partners VI, L.P. (“Intersouth VI”) unanimously agree, but in no event later than 300 days from the First Closing, the Company may sell up to $5,000,000 of the Shares at the purchase price set forth in Section 1.2 above to the Additional Purchasers and up to $2,000,000 of the Shares at the purchase price set forth in Section 1.2 above to Xxxxxxx and to Intersouth VI, Intersouth Partners V, L.P. and Intersouth Affiliates V, L.P. (collectively, “Intersouth”). Such sale made at an additional closing (the “Additional Closing”) shall be made on the terms and conditions set forth in this Agreement, and (i) the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the Additional Closing and the Company shall update the Schedule of Exceptions as of the Additional Closing, and (ii) the representations and warranties of the Additional Purchasers, Xxxxxxx and Intersouth in Section 4 hereof shall speak as of the Additional Closing. The Schedule of Purchasers may be amended by the Company without the consent of the Purchasers to include the Additional Purchasers and the shares being purchased by the Additional Purchasers in this Additional Closing upon the execution by the Additional Purchasers of counterpart signature pages hereto. Any shares of Series C Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be “Shares” for all purposes under this Agreement and the Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement.”
2.2 Section 2.4 of the Purchase Agreement shall be deleted in its entirety and the following substituted in lieu thereof:
Subsequent Sales of Shares. At any time on or before February 29, 2000, the Company may sell up to the balance of the authorized shares of Series C Preferred Stock not sold at the Closing to such persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by such Purchasers as set forth in Section 4. Any Shares of Series C Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the 120th day after the Closing, the Company may sell up to the balance of the Shares not sold at the Closing to such persons as may be approved by the Board of Directors of the Company (the "Additional Purchasers"). At any additional closings (each an "Additional Closing")
(i) All such sales made shall be made on the terms and conditions set forth in this Agreement (other than terms relating to the Escrow Agreement), (ii) the representations and warranties of the Company set forth in Section 3 hereof (and the Schedule of Exceptions) shall speak as of the date of this Agreement and the Company shall have no obligation to update any such disclosure, and (iii) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Additional Closing. The Schedule of Purchasers may be amended by the Company without the consent of Purchasers to include any Additional Purchasers. Any shares of Series C Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the 60th day following the closing of the Initial Units, the Company may sell up to the balance of the authorized Securities not sold at the closing of the Initial Units. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by such Purchasers as set forth in Section 5. Any Securities sold pursuant to this Section 3.3 shall be deemed to be "Securities" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the 60th day following the Closing, the Company may sell up to the balance of the authorized shares of Series A Preferred Stock not sold at the Closing to such Persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including the representations and warranties set forth in Articles II and IV; PROVIDED, HOWEVER, that the purchase price per share shall be not less than the greater of (i) $25.50 and (ii) an amount equal to 1000% of the average closing sale price of the Common Stock on Nasdaq over the thirty trading days immediately preceding the closing of such sale; PROVIDED, FURTHER, that the Company may deliver a revised Disclosure Schedule to such additional purchasers, in which case the representations and warranties made by the Company to such additional purchasers shall be qualified by such revised Disclosure Schedule. Such sales shall be completed by delivery of (1) the required consideration, (2) a counterpart signature page to this Agreement, and (3) counterpart signature pages to any other agreements to which such subsequent purchaser is a party contemplated by this Agreement. Any shares of Series A Preferred Stock sold pursuant to this Section 1.4 shall be deemed to be "Purchased Shares" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement and the Schedule of Purchasers shall be amended to reflect such sales. The Company shall amend Schedule A to reflect such subsequent sales.
Subsequent Sales of Shares. At any time on or before the 90th day following the First Closing, the Company may sell up to the balance of the authorized shares of Series E Preferred Stock and Warrants not sold at the First Closing to such persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by such Purchasers as set forth in Section 4. Any Shares of Series E Preferred Stock and Warrants sold pursuant to this Section 2.3 shall be deemed to be "SHARES" and "WARRANTS", respectively, for all purposes under this Agreement and any purchasers thereof shall be deemed to be "PURCHASERS" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the 120th day following the Closing, the Company may sell up to the balance of the authorized shares of Series A Preferred Stock not sold at the Closing to such persons as may be approved by the Company (the "Additional Purchasers"). All such sales made at any additional closings (each an "Additional Closing"), (i) shall be made on the terms and conditions set forth in this Agreement, (ii) the representations and warranties of the Company set forth in Section 3 hereof (and the Schedule of Exceptions) shall speak as of the Closing and the Company shall have no obligation to update any such disclosure, and (iii) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Additional Closing. This Agreement, including without limitation, the Schedule of Purchasers, may be amended by the Company without the consent of Purchasers to include any Additional Purchasers approved by the Company and the holders of a majority of the Shares purchased at the Closing(s). Any shares of Series A Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement. Within 75 days following the Closing, Xxxx Au and certain other investors, in the aggregate, shall have purchased at all the Closings hereunder at least 5,714,286 shares of Series A Preferred Stock.
Subsequent Sales of Shares. At any time on or after the date hereof, the Company may sell up to the balance of the Shares not sold at the Closing of the Purchaser and upon such terms as may be approved by the Board of Directors of the Company.
Subsequent Sales of Shares. At any time on or before the 30th day following the Closing, the Company may sell up to the balance of the authorized shares of Series A Preferred Stock and Warrants not sold at the Closing to such persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by such Purchasers as set forth in Section 4. Any shares of Series A Preferred Stock and Warrants to purchase Series A Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" and "Warrants", respectively, for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the 60th day following the Closing, the Company may sell up to the balance of the shares of Common Stock authorized for issuance and sale and not sold at the Closing, to such persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement. Any shares of Common Stock sold pursuant to this Section 1.2(b) shall be deemed to be "Shares" for all purposes under this Agreement, and any purchasers thereof shall be deemed to be
