Common use of The Closings Clause in Contracts

The Closings. (a) An initial closing (the “Stage I Closing”) hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (such date sometimes being referred to herein as the “Stage I Closing Date”). (b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closing.

The Closings. (a) An initial The closing of the purchase and sale of the Initial Shares (the “Stage I "Initial Closing”) hereunder with respect to the transactions contemplated by Sections 2(a") and 3.1(a) hereof the conversion of the Note into Conversion Shares will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of the Company's counsel, Rich, May, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (such date sometimes being referred to herein as the “Stage I Closing Date”). (b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, at 10:00 a.m. on the first business day after all conditions to the obligation of the Purchaser or ▇▇▇▇▇▇▇▇▇, as the case may be, to purchase the shares to be purchased by it at the Initial Closing (other than conditions to be satisfied at the Initial Closing) have been satisfied, or waived by the Purchaser or ▇▇▇▇▇▇▇▇▇, as the case may be, or at such other place or on such other date as may be mutually agreeable to the Company, ▇▇▇▇▇▇▇▇▇ LLPand the Purchaser (the "Initial Closing Date"). The closing of the purchase and sale of the Additional Shares (the "Second Closing" and collectively with the Initial Closing, the "Closings") will take place at the offices of the Company's counsel, Rich, May, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. on the first business day after all the conditions to the obligation of the Purchaser to purchase the Additional Shares (other than conditions to be satisfied at the Second Closing) have been satisfied, or waived by the Purchaser (the date thereof sometimes being referred to herein as the “Stage II "Second Closing Date”" and collectively with the Initial Closing Date, the "Closing Dates"). (c) A third closing (. At the “Stage III Initial Closing”) hereunder with respect , the Company will deliver to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined Purchaser a certificate or certificates evidencing the Initial Shares to be purchased by the Corporation that is no sooner than Purchaser, registered in the later Purchaser's name, against payment by wire transfer of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice immediately available funds to the Investors setting forth the date scheduled for the Stage III Closing or Company's account of U.S. $999,994.55 and (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ a certificate or certificates evidencing the Conversion Shares to be converted by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇registered in Blackwell's name, ▇▇ ▇▇▇▇▇, (against the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each return and cancellation of the Stage I Note. At the Second Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred the Company will deliver to as the Purchaser a “Closing” and, together, they are referred to as certificate or certificates evidencing the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock Additional Shares to be so converted and (ii) purchased by the Corporation shall have Purchaser, registered in the right to repurchase and such holders shall be required to sell all shares Purchaser's name, against payment by wire transfer of Common Stock issued upon conversion (either pursuant immediately available funds to the foregoing clause (i) or otherwise) Company's account of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each ClosingU.S. $5,250,005.74.

The Closings. (a) An initial The closing of the purchase and sale of the Shares pursuant to paragraph 1(a) of this Agreement (the “Stage I "Initial Closing”") hereunder with respect shall occur on February 19, 1998, or such other date as may be agreed upon by Pall and Vitex. At the Initial Closing, Pall will pay Vitex $4 million less any payments previously made by Pall to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will take place by facsimile transmission of executed copies Vitex pursuant to Section 4A of the documents contemplated hereby delivered on either Letter of Intent, in immediately available funds to such account as Vitex shall designate, against delivery to Pall of a certificate for 1,333,333 Shares. Upon making such payment, Pall shall have no further obligation to make payments under Section 4A of the Letter of Intent. (ib) May 13, 2011 or The closing of the purchase and sale of the Shares pursuant to paragraph 1(b) of this Agreement (iithe "Second Closing") if shall occur on such date as may be agreed upon by Pall and Vitex; provided that without the conditions precedent set forth in Sections 7.1 written consent of both Pall and 7.3 hereof have not been satisfied or waivedVitex, no later than but subject to Section 6 of this Agreement, the third (3d) Second Closing shall occur on the tenth business day after the conditions set forth date on which the ****** *** ******* ** ******* * ** *** ***** *********** ********** ** ***** **** ** ***** ** * ******** ************* *** ******* ** ** *** ********* ***** *** ******** *** *** ***** * ***** ** ******* *************** *** **** *********** ["****" indicates material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment] Page Section No. ------- ---- *** *** ****** **** ****** . At the Second Closing, Pall will pay Vitex ******** in Sections 7.1 immediately available funds to such account as Vitex shall designate, against delivery to Pall of a certificate for the number of Shares determined under paragraph 1(b) of this Agreement. (c) The closing of the purchase and 7.3 hereof have been satisfied or waived sale of the Shares pursuant to paragraph 1(c) of this Agreement (the "Third Closing") shall occur on such date as may be agreed upon by Pall and Vitex; provided that without the written consent of both Pall and Vitex, but subject to Section 6 of this Agreement, the Third Closing shall occur on the tenth business day after the date on which the ****** ** ***** **** ** ***** ** * ******** ************* *** ******* ** ** *** ********* ***** *** ******** *** *** ***** * ***** ** *** ***. At the Third Closing, Pall will pay Vitex ******** in writing immediately available funds to such account as Vitex shall designate, against delivery to Pall of a certificate for the number of shares determined under paragraph 1(c) of this Agreement. (d) The closing of the purchase and sale of the Shares pursuant to paragraph 1(d) of this Agreement (the "Fourth Closing") shall occur on such date as may be agreed upon by Pall and Vitex; provided that without the Majority Investorswritten consent of both Pall and Vitex, but subject to Section 6 of this Agreement, the Fourth Closing shall occur on the tenth business day after the date on which the ****** ** ***** **** ** ***** ** * ******** ************* *** ******* ** ** *** ********* ***** *** ******** *** *** ***** * ***** ** *** ***. At the Fourth Closing, Pall will pay Vitex ******** in immediately available funds to such Stage I account as Vitex shall designate, against delivery to Pall of a certificate for the number of shares determined under paragraph 1(d) of this Agreement. (e) The closing of the purchase and sale of the Shares pursuant to paragraph 1(e) of this Agreement (the "Fifth Closing") shall occur on such date as may be agreed upon by Pall and Vitex; provided that without the written consent of both Pall and Vitex, but subject to Section 6 of this Agreement, the Fifth Closing shall occur on the tenth business day after the date on which ***** ***** ******* **** *** ****** ****** **** *** **** ************** **** ****** ***** ******** ** *** ********* ******** *********** *** *** ****** ******** ** ** *** *********. At the Fifth Closing, Pall will pay Vitex ******** in immediately available funds to be held such account as Vitex shall designate, against delivery to Pall of a certificate for the number of Shares determined under paragraph 1(e) of this Agreement. (f) The closing of the purchase and sale of the Shares pursuant to paragraph 1(f) of this Agreement (the "IPO Closing") shall occur concurrently with the closing of the IPO (the "Underwriters' IPO Closing"), subject to Section 6 of this Agreement. At the IPO Closing, Pall will pay Vitex $5 million in immediately available funds to such account as Page Section No. ------- ---- Vitex shall designate, against delivery to Pall of a certificate for the number of Shares determined under paragraph 1(f) of this Agreement. (g) The Initial Closing, the Second Closing, the Third Closing, the Fourth Closing, the Fifth Closing and the IPO Closing are hereinafter referred to collectively as the "Closings" and individually as a "Closing." Each Closing other than the IPO Closing shall occur at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (such date sometimes being referred to herein as the “Stage I Closing Date”). (b) A second closing (the “Stage II Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇or such other location as may be agreed upon by Vitex and Pall. The IPO Closing shall occur at the same location as the Underwriters' IPO Closing, ▇▇ ▇▇▇▇▇, (the or such other location as may be agreed upon by Vitex and Pall. The date thereof sometimes being on which any Closing occurs is referred to herein as the “Stage II a "Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closing."

The Closings. (a) An initial closing Subject to the terms and conditions of this Agreement, the sale and purchase of the HHI Companies Equity Interests and the Transferred HHI Assets and the assumption of the Assumed HHI Liabilities (all as contemplated hereby, the “Stage I First Closing”) hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof will shall take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of ▇▇C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, ▇located at O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ , at 10:00 a.m., New York City time, (X) on the later of (i) the third (3rd) Business Day following the first day on which there is satisfaction or waiver in writing of all of the conditions to the obligations of the parties set forth in Article IX (other than those conditions that, by their nature, are to be satisfied only at the First Closing, but subject to the waiver or fulfillment of those conditions), and (ii) the earlier of (A) a date during the Marketing Period to be specified by Purchaser on no fewer than three (3) Business Days’ notice to Seller, and (B) the third (3rd) Business Day immediately following the final day of the Marketing Period (subject, in the case of each of subclauses (A) and (B) of this clause (ii), to the satisfaction or waiver in writing of all of the conditions set forth in Article IX as of the date determined pursuant to this Section 2.06(a) (other than those conditions that, by their nature, are to be satisfied only at the First Closing, but subject to the waiver or fulfillment of those conditions)), or (Y) at such other time and date sometimes or at such other place as Seller and Purchaser may mutually agree upon in writing (the day on which the First Closing takes place being referred to herein as the “Stage I First Closing Date”). For the sake of clarity, the transfer of the HHI Companies Equity Interests and the Transferred HHI Assets and Assumed HHI Liabilities will be deemed to take place and be effective on the First Closing Date at 12:01 a.m. (x) where the principal office or facilities of such HHI Company is located or (y) in the case of Transferred HHI Assets or Assumed HHI Liabilities, where the Transferred HHI Asset or Assumed HHI Liability resides, exists or arises. (b) A second closing Subject to the terms and conditions of this Agreement, the sale and purchase of the TLM Philippines Equity Interests and the Transferred TLM Assets and the assumption of the Assumed TLM Liabilities (all as contemplated hereby, the “Stage II Second Closing”) hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof will shall take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇C▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & H▇▇▇▇▇▇▇ LLP, ▇located at O▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (the date thereof sometimes being referred to herein as the “Stage II Closing Date”). (c) A third closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage III Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have not been satisfied or waived, no later than the third (3) business day after the conditions set forth in Sections 7.1 and 7.5 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇at 10:00 a.m., ▇▇ ▇▇▇▇▇New York City time, on the third (3rd) Business Day following the first day on which there is satisfaction or waiver of all of the conditions to the obligations of the parties set forth in Article X as of the date determined pursuant to this Section 2.06(b) (other than conditions that, by their nature, are to be satisfied only at the Second Closing, but subject to the waiver or fulfillment of those conditions), or at such other time and date or at such other place as Seller and Purchaser may mutually agree upon in writing (the date thereof sometimes day on which the Second Closing takes place being referred to herein as the “Stage III Second Closing Date”). (d) . For convenience the sake of referenceclarity, each the transfer of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing TLM Philippines Equity Interests and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, Transferred TLM Assets and without any further action Assumed TLM Liabilities will be deemed to take place and be effective on the part Second Closing Date at 12:01 a.m. (x) at the principal office of such holderTLM Philippines or (y) in the case of Transferred TLM Assets or Assumed TLM Liabilities, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) where the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) Transferred TLM Asset or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred StockAssumed TLM Liability resides, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation set forth in this Section 4(e) is referred to as a “Subsequent Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights exists or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each Closingarises.

The Closings. (a) An initial The first closing (the “Stage I "First Closing”") hereunder with respect to the transactions contemplated by Sections 2(a) and 3.1(a) hereof Preferred Shares will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) May 13, 2011 or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.3 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.3 hereof have been satisfied or waived in writing by the Majority Investors, such Stage I Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇, Danzig, Scherer, ▇▇▇▇▇▇ LLP& Perreti LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇One Speedwell Avenue, ▇▇▇▇▇▇Morristown, ▇▇ ▇▇▇▇▇ New Jersey, on the date of the execution of this Agreement, subject to the prior satisfaction or waiver of all conditions to the First Closing set forth in Sections 5 and 7 hereof (other than any such date sometimes being referred to herein conditions which, by their terms, cannot be satisfied until the First Closing), or at such other time and place as the “Stage I Corporation and the Purchaser may agree. The date on which the First Closing occurs is referred as to the "First Closing Date”). (b) A " The second closing (the “Stage II "Second Closing”") hereunder with respect to the transactions contemplated by Sections 2(b) and 3.1(b) hereof Additional Shares will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage I Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice to the Investors setting forth the date scheduled for the Stage II Closing or (ii) if on such date the conditions precedent set forth in Sections 7.1 and 7.4 hereof have not been satisfied or waived, no later than the third (3d) business day after the conditions set forth in Sections 7.1 and 7.4 hereof have been satisfied or waived in writing by the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇, Danzig, Scherer, ▇▇▇▇▇▇ LLP& Perreti LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇One Speedwell Avenue, ▇▇▇▇▇▇Morristown, ▇▇ ▇▇▇▇▇New Jersey, (on the date thereof sometimes being that is the first business day (which shall not be later than January 31, 2002) following satisfaction or waiver of all conditions to the Second Closing set forth in Sections 5, 6 and 7 hereof (other than any such conditions which, by their terms, cannot be satisfied until the Second Closing), or at such other time and place as the Corporation and the Purchaser may agree. The date on which the Second Closing occurs is referred to herein as the “Stage II "Second Closing Date”). (c". In the event that the Purchaser purchases the Additional Shares by instalment as permitted in Section 2.2(c) A third the closing (the “Stage III Closing”) hereunder with respect to the transactions contemplated by Sections 2(c) and 3.1(c) hereof Additional Shares (the "Instalment Closings"), will take place by facsimile transmission of executed copies of the documents contemplated hereby delivered on either (i) the date determined by the Corporation that is no sooner than the later of (A) fifteen (15) business days following the Stage II Closing Date and (B) fifteen (15) business days after the Corporation delivers written notice January 31, 2002 with respect to the Investors setting forth first instalment, on April 30, 2002 with respect to the second instalment, on July 31, 2002 with respect to the third instalment and on January 31, 2003 with respect to the fourth instalment, or the business date scheduled for the Stage III Closing or (ii) immediately following if on any such date the conditions precedent set forth in Sections 7.1 and 7.5 hereof have is not been satisfied a business date upon satisfaction or waived, no later than the third (3) business day after waiver of all of the conditions set forth in Sections 7.1 Section 5, 6 and 7.5 7 hereof have been satisfied or waived in writing by (other than the Majority Investors, such Stage II Closing to be held at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (the date thereof sometimes being referred to herein as the “Stage III Closing Date”). (d) For convenience of reference, each of the Stage I Closing, Stage II Closing, and Stage III Closing are sometimes hereinafter singly referred to as a “Closing” and, together, they are referred to as the “Closings”. (e) In the event that an Investor does not timely and completely fulfill his, her or its obligations to purchase shares of Series A-1 Preferred Stock as contemplated by this Agreement at each of the Stage II Closing and the Stage III Closing (collectively, the “Future Funding Obligations”), then (i) all shares of Preferred Stock then held by such Investor shall automatically, and without any further action on the part of such holder, be converted into shares of Common Stock at a rate of 1 share of Common Stock for every 10 shares of Preferred Stock to be so converted and (ii) the Corporation shall have the right to repurchase and such holders shall be required to sell all shares of Common Stock issued upon conversion (either pursuant to the foregoing clause (i) or otherwise) of all Additional A-1 Shares and all Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series A-4 Preferred Stock issued to such Investor pursuant to the Automatic Reclassification for a per share purchase price equal to the applicable par value of such share and all such repurchased shares shall thereafter be cancelled by the Corporation and no longer be issued and outstanding shares of capital stock of the Corporation, all in accordance with Section 9.(b) of Part B of Article III of the Restated Certificate. The conversion and repurchase of shares to the Corporation condition set forth in this Section 4(e) 6.2 and other than any such conditions which, by their terms, cannot be satisfied until the Instalment Closing). Any date on which an Instalment Closing occurs is referred to as a “Subsequent an "Instalment Closing Adjustment”. The Subsequent Closing Adjustment is in addition to, and not preclusive of, any other rights or remedies that the Corporation and other Investors may have under law or otherwise with respect to the failure of any Investor to fulfill its Future Funding Obligations at each ClosingDate".