Supplemental Closing Sample Clauses

Supplemental Closing. (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in Article V hereof (which are applicable to the Supplemental Closing as set forth therein), the Supplemental Closing shall take place at the offices of Xxxxxxx Xxxx & Xxxxxxxxx, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 a.m., New York City time, on the 15th Business Day following the consummation of the Rights Offering, or at such other time and place as the parties may agree (the date on which the Supplemental Closing occurs, the "Supplemental Closing Date"). (b) At the Supplemental Closing, (i) the Company will deliver to Purchaser certificates representing the Series C Preferred Stock to be purchased by, and sold to, the Purchaser pursuant to Section 2.4 hereof (registered in the name or names designated by Capital Z at least two Business Days prior to the Supplemental Closing Date), together with the other documents, certificates and opinions to be delivered pursuant to Section 5.1 hereof; and (ii) the Purchaser, in full payment for the Series C Preferred Stock to be purchased by, and sold to, the Purchaser pursuant to Section 2.4 hereof, will deliver to the Company the aggregate Standby Purchase Price, in immediately available funds by wire transfer to the account specified by the Company to Capital Z at least two Business Days prior to the Supplemental Closing Date, or by such other means as may be agreed upon by the parties hereto, together with the other documents, certificates and opinions to be delivered pursuant to Section 5.2 hereof. At the Supplemental Closing, the Purchaser, at its option, may exchange up to 3,000,000 shares of Series C Preferred Stock (as such Series C Preferred Stock shall have been adjusted pursuant to the one-thousand-for-one stock split effected pursuant to the Recapitalization) acquired at the Initial Closing for an equivalent number of shares of Series B Preferred Stock; provided, that, immediately following such exchange, the total number of outstanding shares of Series B Preferred Stock do not represent more than 49.99% of the total voting power of the Company entitled to vote for the election of direction of the Company.
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Supplemental Closing. If XIST Ltd. or another Dun & --------------------- Bradstreet affiliate ("Dun & Bradstreet Affiliate") does not purchase the Securities listed on Schedule A opposite the name "Dun & Bradstreet Affiliate" (the "Supplemental Securities") by noon Eastern Time on the Closing Date, then Vanguard Atlantic Ltd. and Warburg, Xxxxxx Capital Company,
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Supplemental Closing. If Dun & Bradstreet Divestiture, Inc. -------------------- ("DBDI") does not purchase the Preferred Shares listed on Schedule A hereto opposite its name by noon Eastern Time on the Closing Date, then DBDI may purchase, at the Purchase Price specified on Schedule A, such Preferred Shares no later than noon Eastern Time on September 7, 1993 (the "Supplemental Closing"), and any such shares purchased at the Supplemental Closing will be Preferred Shares for all purposes under this Agreement.
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Supplemental Closing. Subject to the terms and conditions of this Agreement, a closing of the transfer of the Supplemental Intellectual Property to Maverick (the “Supplemental Closing”) shall be held at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx on the Series B Closing Date, contemporaneously with the Series B Closing, or such different location or later date as the Parties agree upon in writing. At the Supplemental Closing: (i) Harpoon shall convey, assign and transfer to Maverick, free and clear of all Liens, and Maverick will acquire and accept from Harpoon, all right, title and interest in and to the Supplemental Intellectual Property. (ii) Maverick shall assume and agree to satisfy and discharge when due all Liabilities of Harpoon relating to any Supplemental Intellectual Property arising after the Supplemental Closing, other than Liabilities arising from Harpoon exercising its rights under Section 2.2(b) (the “Supplemental Liabilities”). (iii) At or prior to the Supplemental Closing, Harpoon shall deliver or cause to be delivered to Maverick: (A) an original xxxx of sale with respect to the Supplemental Intellectual Property, substantially in the form of Exhibit 1.8, duly executed by Harpoon; (B) an original assignment and assumption agreement with respect to the Supplemental Intellectual Property, substantially in the form of Exhibit 1.5, duly executed by Harpoon; (C) an original Sublease, duly executed by Harpoon; and (D) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance as may reasonably be requested by Maverick in order to make effective the transactions contemplated in this Section 2.10(g), each in form and substance satisfactory to Maverick and its legal counsel and duly executed by Harpoon, as applicable. [ ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (iv) At or prior to the Supplemental Closing, Maverick shall deliver or cause to be delivered to Harpoon: (A) an original assignment and assumption agreement with respect to the Supplemental Intellectual Property, substantially in the form of Exhibit 1.5, duly executed by Maverick; and (B) an original Sublease, duly executed by Maverick. From and after the Supplemental Closing, (x) the “Transferred Assets” and the “Transferred Intellectual ...
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Supplemental Closing. Subject to the satisfaction or waiver of the conditions set forth in Sections 3.3, 3.4 and 3.5, the closing of any Performance Purchase or purchase pursuant to Section 2.2(b) (in each case, a “Supplemental Closing”) shall take place at the offices of Xxxxxxxx & Xxxxx, LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, at 10:00 a.m. California Time, on April 15, 2011 in the case of the Performance Purchase and 15 business days after the end of the Commitment Period in the case of the purchase pursuant to Section 2.2(b), or at such other time and place as the Company and Investor mutually agree upon, whether orally or in writing (which date is designated as the “Supplemental Closing Date”).
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Supplemental Closing. (a) As soon as reasonably practicable following the Closing Date, and in no event more than thirty Business Days thereafter, Buyer and the Company shall prepare and deliver to Seller schedules calculating the amount of the Book Value Adjustment and setting forth such calculations (including calculation of the Net Book Value) in reasonable detail (collectively, the "Closing Price Documents"). The parties shall consult with one another and cooperate in the preparation and review of the Closing Price Documents in accordance with this Section 2.2, including, without limitation, providing access to such working papers and information relating to the preparation thereof as reasonably requested by the other party. (b) Within twenty Business Days after delivery of the Closing Price Documents to Seller, Seller may dispute all or any portion of the Closing Price Documents by giving written notice (a "Notice of Disagreement") to Buyer setting forth in reasonable detail the basis for any such dispute (any such dispute being hereinafter called a "Disagreement"
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Supplemental Closing. During the seven (7) business day period commencing on the 435th day following the Initial Closing Date, NetCalendar shall make the following determinations: (a) the average per share selling price (the "Average Selling Price") of all Purchase Price Shares, if any, sold by NetCalendar during the 15-month period beginning upon the Initial Closing Date pursuant to the provisions of Section 5.2 hereof, and (b) the number of Purchase Price Shares, if any, which NetCalendar offered for sale at any time pursuant to the provisions of Section 5.2 hereof, but was not able to sell due to lack of a buyer during the applicable period (the "Unsold Purchase Price Shares"). NetCalendar shall provide to PopMail written notice of each such determination in reasonable detail, which notice shall include a certificate containing any Unsold Purchase Price Shares (the "Lookback Notice"). If the Average Selling Price of Purchase Price Shares sold by NetCalendar during such period is less than the Initial Closing Share Price of such shares, NetCalendar shall have the right to receive additional cash or, at PopMail's option, shares of PopMail common stock ("Supplemental Purchase Price Shares") equal in value to the amount by which the Initial Closing Share Price exceeds the Average Selling Price, multiplied by the number of Purchase Price Shares sold by NetCalendar during such 15-month period (such amount constituting the "Supplemental Purchase Price"). In addition to the Supplemental Purchase Price, to the extent NetCalendar has returned any Unsold Purchase Price Shares with the Lookback Notice, NetCalendar shall have the right to receive, in exchange therefor, such number of NetCalendar Shares as provided below. On the 10th business day following the date of the Lookback Notice delivered in accordance herewith(the "Supplemental Closing Date"), PopMail shall deliver to NetCalendar (a) either cash or one or more certificates executed by duly authorized officers of PopMail representing Supplemental Purchase Price Shares equal in value to the Supplemental Purchase Price, and (b) such number of Shares as shall have been purchased by PopMail with the Unsold Purchase Price Shares as of the Initial Closing Date. For purposes of this Section 1.4, the value of the Supplemental Purchase Price Shares shall be equal to the average closing share price of PopMail common stock for the ten consecutive trading days preceding the second business day prior to the Supplemental Closing Date. In the e...
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Supplemental Closing. To reflect the agreement of Buyer to permit Guarantor to consummate the "Supplemental Closing" under (and as defined in) the Cap Z Agreement by September 30, 1999 instead of by June 30, 1999, effective as of the First Amendment Effective Date (as defined in Paragraph 6 below), subparagraph 13(q) of the Repo Agreement is hereby amended to replace the date "June 30, 1999" referenced therein with the date "September 30, 1999" and to add after such date the following phrase: "or the Guarantor shall not have otherwise issued at least $25,000,000.00 in additional equity capital on or before September 30, 1999 to an investor or investors acceptable to the Buyer".
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Supplemental Closing. Section 3.2.4(e)..................21
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Related to Supplemental Closing

  • Additional Closing To the extent that, upon the First Tranche Closing, the First Tranche Financing Amount is less than the Financing Amount, then the Company shall be permitted, at any time during the sixty (60) day period following the First Tranche Closing, to offer and sell 2015 Notes equal to the Remaining Financing Amount pursuant to this Agreement to purchasers that the Company and Requisite Lenders mutually agree upon (each such holder, an “Additional Lender” and collectively, the “Additional Lenders”). The closings of such sales shall be referred to herein as the “Additional Closings” and shall occur on a date determined by the Company and each Additional Lender, provided such date is prior to the end of the sixty (60) day period after the First Tranche Closing. All sales made at the Additional Closings (a) shall be made on the terms and conditions set forth in this Agreement, (b) the representations and warranties of the Company set forth in Section 3 hereof shall speak as of the First Tranche Closing and (c) the representations and warranties of the Additional Lenders in Section 5 hereof shall speak as of the Additional Closing. The Schedule of Lenders may be amended by the Company without the consent of the Lenders to include any Additional Lenders in the Additional Closings upon the execution by such Additional Lender of a counterpart signature page hereto and of the other agreements and documents contemplated herein. The Additional Closings shall also take place at the offices of Xxxxxx & Xxxxxxx LLP or at such other place and at such time as the Company and each Additional Lender may agree in writing. Any notes sold pursuant to this Section 2.2 shall be deemed to be “2015 Notes”, for all purposes under this Agreement and any Additional Lenders thereof shall be deemed to be “Lenders” for all purposes under this Agreement.

  • Additional Closings (a) Subject to the terms and conditions of this Agreement, at any time and from time to time from the date of the Initial Closing and ending on October 15, 2012, the Company may, at one or more additional closings (each an “Additional Closing” and collectively with the Initial Closing, a “Closing”), without obtaining the signature, consent or permission of any of the Lender, offer and sell to other investors, which may include one or more of the Lenders (the “New Lenders”) Notes and Warrants pursuant to this Agreement under the same terms and conditions as set forth in this Agreement, with such Notes having an aggregate Principal Amount of no more than the difference of (i) the Maximum Funding Amount minus (ii) the aggregate Principal Amount of all Notes previously sold hereunder. As set forth above, New Lenders may include persons or entities who are already Lenders under this Agreement. (b) The Company and each New Lender purchasing one or more Notes at an Additional Closing will execute counterpart signature pages to this Agreement, and each New Lender will, upon delivery by such New Lender to the Company of such signature pages, and the payment by such New Lender to the Company of the principal amount of the Note(s) to be purchased by such New Lender and the purchase price for the Warrant(s) to be acquired by such New Lender at such Additional Closing, become a party to, and bound by, this Agreement to the same extent as if such New Lender had been a Lender at the Initial Closing. The obligation of the Company to sell and issue Notes and Warrants to New Lenders at each Additional Closing, and the obligation of each New Lender at each Additional Closing to purchase a Note and Warrant, shall each be subject to satisfaction of the applicable conditions set forth in Sections 2.3 and 2.4 of this Agreement, except that unless otherwise set forth therein, each reference in Section 2.3 and 2.4 to the “Closing” shall instead refer to the applicable Additional Closing. Immediately after each Additional Closing, the Schedule of Lenders attached to this Agreement will be amended, without the consent of any other Lender, to add to the names of the New Lenders purchasing Notes and Warrants at such Additional Closing as “Lenders” hereunder and to set forth the principal amount of each Note and the Warrant purchase price for each New Lender under this Agreement. The Company will promptly furnish to each Lender upon request, a copy of the Schedule of Lenders as amended to the date of such request.

  • Initial Closing In consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Closing Note Purchase Price”) of the Notes to be purchased by the Lenders at the Closing (as defined below), which is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto, the Borrower shall issue and sell to such Lender on the Closing Date (as defined below), and each applicable Lender severally, but not jointly, agrees to purchase from the Borrower on the Closing Date, a Note, in substantially the form attached hereto as Exhibit A, and in the aggregate principal amount as is set forth opposite such Lender’s name in column four (4) of the Schedule of Lenders attached hereto. The closing (the “Closing”) of the transactions contemplated by this Agreement and the issuance of the Notes to be issued on the Closing Date by the Borrower and the purchase thereof by the applicable Lenders shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., Chicago time, on the date hereof, subject to notification of satisfaction (or waiver) of the conditions to the Closing set forth in Section 5.1 below (or such later date as is mutually agreed to by the Borrower and the Agent). On the Closing Date, (i) each Lender shall pay its pro rata share of the Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at the Closing, by wire transfer of immediately available funds, as more fully set forth on the Schedule of Lenders and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to the Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Initial Closing Date (a) A meeting has taken place on the Initial Closing Date at the offices of Xxxxx & Xxxxx LLP, 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

  • Subsequent Closing The sale, contribution and transfer of the Drag-Along Shares by the Drag-Along Sellers to Purchaser (the "Subsequent Closing") shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, 00 xxx xx Xxxxxxxx Xxxxx-Xxxxxx, 00000 Xxxxx, at 10:00 a.m. and at the offices of Lexence N.V., Xxxxx Van Anrooystraat, 1076 AD Amsterdam; The Netherlands, as soon as possible after the Initial Closing. In view of the Subsequent Closing, Purchaser undertakes to implement the drag-along provided in the Former Shareholders Agreement. (a) At the Subsequent Closing, each of the Drag-Along Sellers shall deliver to Purchaser: (i) a joinder to this Agreement as a Drag-Along Seller; (ii) a transfer order (ordre de mouvement) for the transfer to Purchaser of the Shares duly executed by such Drag-Along Seller in favor of Purchaser; (iii) a copy of a confirmation letter from such Drag-Along Seller, sent by facsimile to the Notary, that (i) the Drag-Along Shares of such Drag-Along Seller have been transferred and (ii) the Deed of Issuance may be executed; (iv) a power of attorney in favor of Purchaser authorizing Purchaser to terminate the Former Shareholders' Agreement and all ancillary agreements relating thereto as of the Subsequent Closing Date; (v) the New Shareholders' Agreement from each of the Drag-Along Sellers; and (vi) all other previously undelivered documents required to be delivered by each of the Drag-Along Sellers, to Purchaser at or prior to the Subsequent Closing in connection with the Transactions. (b) At the Subsequent Closing, Purchaser shall deliver to each of the Drag-Along Sellers: (i) the Per Share Amount due to the Drag-Along Sellers in respect of the Drag-Along Shares;

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • First Closing The First Closing shall have occurred.

  • Third Closing At any time sixty one (61) to ninety (90) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company shall deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedules 3(b), 3(c) and 3(k) as of the Third Closing Date, and (B) the Buyer shall deliver to the Company the Third Purchase Price.

  • Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.

  • Second Closing The obligation of the Company to issue, sell and deliver the Series B Preferred Shares at the Second Closing is subject to the fulfillment to the reasonable satisfaction of the Company at or prior to the Second Closing of the following conditions: (a) The Second Closing Investors shall have delivered the Second Purchase Price in accordance with Section 2.4(b); (b) Each Second Closing Investor shall have delivered its executed counterpart signature page to this Agreement; (c) The Amended and Restated Shareholders Agreement, duly executed by the New Series B Investors and the holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis, including a majority of the Series A Preferred Stock voting as a separate class and on a fully-diluted and as converted basis; (d) The First Amendment to Registration Rights Agreement, duly executed by a majority of the holders of Registrable Securities (as defined the Original Registration Rights Agreement); (e) Each of the representations and warranties of the Investors contained in Article VIII shall be true, correct and complete in all material respects on and as of the Second Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified. (f) Section 7.4(a) of the Series A Preferred Stock Purchase Agreement shall be amended to read in its entirety as follows: (a) (i) As of the First Closing, the authorized capital stock of the Company consisted solely of (1) ten million (10,000,000) shares of Common Stock, of which 1,696,284 shares were issued and outstanding; and (2) three million (3,000,000) shares of preferred stock, $.0001 par value per share, of which 2,250,000 shares had been designated as Series A Preferred Stock and 962,101 shares were issued and outstanding. The Company had reserved for issuance (x) sufficient shares of Common Stock for issuance upon conversion or redemption of all outstanding or authorized Series A Preferred Shares and (y) 2,100,000 shares of Common Stock upon exercise of options pursuant to its 2004 Stock Option Incentive Plan. Immediately after the First Closing, the capitalization of the Company was as set forth in the Capitalization Schedule attached to Schedule 7.4, which Capitalization Schedule and Schedule 7.4 (A) reflected the capitalization of the Company both on an actual shares outstanding basis and on a fully diluted basis assuming conversion of all convertible securities and the exercise of all outstanding options and warrants and all options reserved for future grant under any stock option plans and (B) set forth (I) each outstanding option, warrant or other right to purchase shares of capital stock of the Company or any of its Subsidiaries and (II) for each such option, warrant or right, the holder thereof, the date of grant, the exercise price and the number of shares subject thereto.

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