Common use of The Closings Clause in Contracts

The Closings. Subject to the fulfillment of the conditions precedent specified in Article V hereof (any or all of which may be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), the consummation of (a) the purchase and sale of the Common Stock pursuant to the Pro Rata Exercise and of the Bridge Notes pursuant to the Bridge Funding (the "Initial Closing"), and (b) if necessary, the purchase and sale of Common Stock pursuant to the Standby Commitment (the "Standby Commitment Closing"), shall be held at the offices of Skadden, Arps, Slate, Meagher & Flom (Illinois) in Chicago, Illinois, or at such other placx xxx xime xx the Company and the Investors shall mutually agree after the satisfaction or waiver of all conditions precedent specified in Article V; provided that, subject to the fulfillment of the conditions precedent specified in Article V hereof (any or all of which may be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), (x) the Initial Closing shall take place on the Initial Closing Date and (y) the Standby Commitment Closing shall take place on a date not more than 3 business days after the date on which the Rights Offering Notice is delivered by the Company to the Investors pursuant to Section 4.9 hereof (such date and time being herein referred to as the "Standby Commitment Closing Date," and taken together with the Initial Closing Date, the "Closing Dates").

The Closings. Subject Provided that in each case the Company has not received a notice from PFC Therapeutics, LLC ("PFC") terminating the License Agreement (as defined in the First Purchase Agreement) pursuant to the fulfillment of the conditions precedent specified in Article V hereof 10 thereof, (any or all of which may be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), the consummation of (ai) the purchase and sale of the Common Stock pursuant G Shares shall occur at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0 Xxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 at 10:00 a.m., local time, on March 15, 2001 provided that the Company may postpone the First Closing for up to sixty days to comply with any condition to such Closing or at such other time and place as the Pro Rata Exercise and of the Bridge Notes pursuant to the Bridge Funding parties shall mutually agree (the "Initial First Closing"), ) and (bii) if necessary, the purchase and sale of Common Stock pursuant to the Standby Commitment (the "Standby Commitment Closing"), H Shares shall be held occur at the offices of SkaddenXxxxxx, ArpsXxxx & Xxxxxxxx LLP, Slate0 Xxxx Xxxxx, Meagher & Flom (Illinois) in ChicagoXxxxxx, IllinoisXxxxxxxxxx 00000-0000 at 10:00 a.m., local time, on September 15, 2001 or at such other placx xxx xime xx time and place as the Company and the Investors parties shall mutually agree after (the satisfaction or waiver of all conditions precedent specified in Article V"Second Closing" and the First Closing and the Second Closing each a "Closing"); provided thatthat the Company may postpone the First Closing for up to sixty days to comply with any condition to such Closing and further provided that in the event a delay in either Closing is necessary to permit compliance with any state or federal law, subject such Closing may be postponed until such compliance is obtained. At each Closing, the Company will deliver to the fulfillment Buyer a certificate, registered in Buyer's name, representing the G Shares or H Shares, as applicable, to be purchased by the Buyer against payment of the conditions precedent specified purchase price thereof in Article V hereof (any lawful money of the United States of America by wire transfer or all of which may be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), (x) the Initial Closing shall take place on the Initial Closing Date and (y) the Standby Commitment Closing shall take place on a date not more than 3 business days after the date on which the Rights Offering Notice is delivered by the Company check payable to the Investors pursuant to Section 4.9 hereof (such date and time being herein referred to as the "Standby Commitment Closing Date," and taken together with the Initial Closing Date, the "Closing Dates")Company.

The Closings. Subject to the fulfillment of the conditions precedent specified in Article V hereof (any or all of which may be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), the consummation of (a) the purchase and sale The closing of the Common Stock pursuant to the Pro Rata Exercise sale and purchase of the Bridge Notes pursuant to the Bridge Funding Preferred Shares under this Agreement (the "Initial First Closing"), and (b) if necessary, the purchase and sale of Common Stock pursuant to the Standby Commitment (the "Standby Commitment Closing"), shall be held take place at the offices of SkaddenHale xxx Dorr XXX, ArpsThe Willxxx Xxxxxx Xxxxxxxx, Slate0000 Xxxxxxxxxxxx Xxxxxx, Meagher & Flom (Illinois) in ChicagoX.X., IllinoisXxxxxxxxxx, X.X. xx 9:00 a.m. on July 2, 1999, or at such other placx xxx xime xx time, date and place as are mutually agreeable to the Company and the Investors shall mutually agree after the satisfaction or waiver of all conditions precedent specified Purchasers, but in Article V; provided thatno event later than July 31, subject to the fulfillment 1999. The closing of the conditions precedent specified in Article V hereof sale and purchase of the Common Share under this Agreement (any or all of which may be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), (x"Second Closing") the Initial Closing shall take place on the Initial Closing Date and (y) the Standby Commitment Closing shall take place on a date not more than 3 at said offices of Hale xxx Dorr XXX at 9:00 a.m. two business days after following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date on which the Rights Offering Notice is delivered by and place as are mutually agreeable to the Company and Vulcan. At each Closing, the Company shall deliver to each of the Purchasers or Vulcan, as the case may be, one or more certificates for the number of Shares being purchased at such Closing by such Purchaser, registered in the name of such Purchaser, against payment to the Investors pursuant Company of the Purchase Price, by wire transfer, check, cancellation of indebtedness or other method acceptable to Section 4.9 hereof (such date and time being herein the Company. The dates of the Closings are hereinafter referred to as the "Standby Commitment First Closing Date," and taken together with the Initial "Second Closing Date". If at the Closings any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, shall not have been fulfilled, each of the "Closing Dates")Purchasers shall, at his, her or its election, be relieved of all of his, her or its obligations under this Agreement without thereby waiving any other rights he, she or it may have by reason of such failure or such non-fulfillment.

The Closings. Subject to the fulfillment terms and conditions hereof and on the basis of the conditions precedent specified representations and warranties hereinafter set forth, the Company agrees to issue and sell to you, and you agree to purchase from the Company, the Note or Notes at a price of 100% of the principal amount thereof, together with the number of Warrants, as hereinafter defined, set forth opposite your name in Article V hereof (any or all Schedule I. Delivery of which may be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), the consummation of (a) the purchase Notes and sale of the Common Stock pursuant Warrants to the Pro Rata Exercise and of the Bridge Notes pursuant to the Bridge Funding (the "Initial Closing"), and (b) if necessary, the purchase and sale of Common Stock pursuant to the Standby Commitment (the "Standby Commitment Closing"), shall Purchasers will be held made at the offices of SkaddenPatterson, ArpsBelknap, SlateXxxx & Xxxxx LLP, Meagher & Flom (Illinois) in Chicago0000 Xxxxxx xx xxx Xxxxxxxx, IllinoisXxx Xxxx, or Xxx Xxxx 00000 at 10:00 a.m., New York time, on such other placx xxx xime xx date not later than September 15, 1998 as may be mutually agreed to by the Company and the Investors Purchasers against payment therefor in Federal Reserve funds current and immediately available in New York, New York to an account designated by the Company. Your commitment to purchase a Note or Notes shall mutually agree after expire on September 15, 1998. One or more Notes will be delivered to you registered in your name or in the satisfaction or waiver name of all conditions precedent such nominee as may be specified in Article V; provided that, subject Schedule I hereto. The date agreed upon for delivery of Notes and Warrants to the fulfillment of the conditions precedent specified in Article V hereof (any or all of which may Purchasers shall be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), (x) the Initial Closing shall take place on the Initial Closing Date and (y) the Standby Commitment Closing shall take place on a date not more than 3 business days after the date on which the Rights Offering Notice is delivered by the Company to the Investors pursuant to Section 4.9 hereof (such date and time being herein referred to as the a "Standby Commitment Closing Date," ", and taken together in each instance the consummation of the purchase of Notes and Warrants by any Purchaser of Notes and Warrants pursuant hereto shall be referred to as a "Closing". Concurrently with the Initial Closing Dateexecution and delivery of this Agreement or promptly thereafter, but not later than September 11, 1998, the "Closing Dates")Company is entering into a similar agreement with each of the other Purchasers. Your obligations and those of the other Purchasers shall be several and not joint and you shall not be liable or responsible for the acts or defaults of any other Purchaser.