THE MANDATORY CLOSING DATE. The date and time of the Mandatory Closing (the "Mandatory Closing Date") shall be 10:00 a.m. Chicago Time, on the tenth (10th) business day following the Mandatory Share Notice Date (as defined below), subject to satisfaction (or waiver) of the conditions to the Mandatory Closing set forth in Sections 6(b) and 7(b) and the conditions set forth in this Section 1(c) (or such later date as is mutually agreed to by the Company and the Buyers). The Company shall deliver written notice (the "Mandatory Share Notice") to each Buyer on a date (the "Mandatory Share Notice Date") as soon as reasonably practicable, but in no event later than the first business day, following the date that the Initial Registration Statement (as defined in the Registration Rights Agreement) registering the Initial Registrable Securities (as defined in the Registration Rights Agreement) has been declared effective by the SEC in accordance with the terms of the Registration Rights Agreement, which date shall not be later than 90 days after the Initial Closing Date. The Mandatory Share Notice shall set forth (x) each Buyer's pro rata portion (based on the number of Initial Preferred Shares such Buyer purchased in relation to the total number of Initial Preferred Shares purchased by all of the Buyers) of the aggregate number of the Mandatory Preferred Shares (which aggregate number shall be 2,000 Preferred Shares), which such Buyer is required to purchase at such Mandatory Closing, (y) the aggregate Purchase Price for such Buyer's Mandatory Preferred Shares and (z) the date of the Mandatory Closing Date. Notwithstanding the foregoing, no Buyer shall be required to purchase the Mandatory Preferred Shares unless each of the following conditions is satisfied: (i) during the period beginning on the Mandatory Share Notice Date and ending on and including the Mandatory Closing Date, the Initial Registration Statement covering the resale of the Initial Registrable Securities at all times has been effective and available for the sale of no less than 200% of the Conversion Shares issuable upon conversion of the Initial Preferred Shares and the Mandatory Preferred Shares (as if the Mandatory Preferred Shares were issued and outstanding and without regard to any limitations on conversions) and 100% of the Warrant Shares issuable upon exercise of the Initial Warrants and the Mandatory Warrants (as if the Mandatory Warrants were issued and outstanding and without regard to any limitations on Exercises); (ii) during the period beginning on the Initial Closing Date and ending on and including the Mandatory Closing Date there shall not have occurred (A) an event constituting a Change of Control (as defined in Section 4(b) of the Certificate of Amendment), including an agreement to consummate a Change of Control, (B) a Triggering Event (as defined in Section 3(b) of the Certificate of Amendment) or an event that with the passage of time would constitute a Trigger Event assuming it were not cured, or (C) the announcement of a pending Change of Control which has not been abandoned or terminated; (iii) at all times during the period beginning on the Mandatory Share Notice Date and ending on and including the Mandatory Closing Date, the Common Stock shall have been designated for quotation on the Nasdaq National Market or The Nasdaq SmallCap Market or listed on The New York Stock Exchange, Inc. ("NYSE") or The American Stock Exchange, Inc. ("AMEX") and shall not have been suspended from trading on such exchanges or
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THE MANDATORY CLOSING DATE. The date and time of the Mandatory Closing (the an "Mandatory Closing Date") shall be 10:00 a.m. Chicago Central Time, on the tenth (10th) business day following the Mandatory Share Notice Date (as defined below)July 17, 2000, subject to satisfaction (or waiver) of the conditions to the Mandatory Closing set forth in Sections 6(b) and 7(b) and the conditions set forth contained in this Section 1(c) (or such later date as is mutually agreed to by the Company and the Buyers). The Company shall deliver written notice (the "Mandatory Share Notice") to each Buyer on a date On July 3, 2000 (the "Mandatory Share Notice Date") as soon as reasonably practicable), but in no event later than subject to the first business day, following the date that the Initial Registration Statement (as defined in the Registration Rights Agreement) registering the Initial Registrable Securities (as defined in the Registration Rights Agreement) has been declared effective by the SEC in accordance with the terms satisfaction of the Registration Rights Agreementrequirements and the conditions contained in this Section 1(c), which date the Company shall not be later than 90 days after the Initial Closing Datedeliver written notice to each Buyer (a "Mandatory Share Notice"). The Mandatory Share Notice shall set forth (xA) each Buyer's pro rata portion (based on the number of Initial Preferred Shares such Buyer purchased in relation to the total number of Initial Preferred Shares purchased by all of the Buyers) of the aggregate number of the Mandatory Preferred Shares (which aggregate and the number shall be 2,000 Preferred Shares), which such of related Mandatory Warrant Shares subject to Mandatory Warrants each Buyer is required to purchase at such the Mandatory Closing, Closing and (yB) the aggregate Purchase Price for such Buyer's the Mandatory Preferred Shares and (z) the date of the related Mandatory Closing DateWarrants to be purchased. Notwithstanding the foregoing, no Buyer shall be required to purchase the Mandatory Preferred Shares and the related Mandatory Warrants and the Company shall not issue a Mandatory Share Notice unless each of the following conditions is satisfied: (i) the Initial Registration Statement (as defined in the Registration Rights Agreement) registering all the Registrable Securities (as defined in the Registration Rights Agreements) related to the Initial Preferred Shares and the Initial Warrants is filed on or before April 25, 2000; (ii) during the period beginning on the Mandatory Share Notice Date date of this Agreement and ending on and including the Mandatory Closing Date, the Initial Registration Statement covering the resale of the Initial Registrable Securities at all times has been effective and available for the sale of no less than 200% of the Conversion Shares issuable upon conversion of the Initial Preferred Shares and the Mandatory Preferred Shares (as if the Mandatory Preferred Shares were issued and outstanding and without regard to any limitations on conversions) and 100% of the Warrant Shares issuable upon exercise of the Initial Warrants and the Mandatory Warrants (as if the Mandatory Warrants were issued and outstanding and without regard to any limitations on Exercises); (ii) during the period beginning on the Initial Closing Date and ending on and including the Mandatory Closing Date there shall not have occurred either (AI) an event constituting the consummation of a Change of Control (as defined in Section 4(b) of the Certificate of Amendment)Designations) or a public announcement of a pending, including an agreement to consummate a proposed or intended Change of Control, Control which has not been abandoned or terminated or (BII) a Triggering Event (as defined in Section 3(b) of the Certificate of AmendmentDesignations) or a Liquidity Default (as defined in Section 3(g) of the Certificate of Designations) or an event that with the passage of time or giving of notice and without being cured would constitute a Trigger Triggering Event assuming it were not cured, or (C) the announcement of a pending Change of Control which has not been abandoned or terminatedLiquidity Default; (iii) at all times during the period beginning on the Mandatory Share Notice Date date of this Agreement and ending on and including the Mandatory Closing Date, the Common Stock shall have been designated for quotation on the Nasdaq National Market or The Nasdaq SmallCap Market ("Nasdaq") or listed on The New York Stock Exchange, Inc. ("NYSE") or The American Stock Exchange, Inc. Exchange ("AMEX") and shall not have been suspended from trading on such exchanges ornor shall delisting or suspension by such exchanges have been threatened either (I) in writing by such exchanges or (II) by falling below the minimum listing maintenance requirements of such exchanges; (iv) during the period beginning on the Initial Closing Date and ending on and including the Mandatory Closing Date, the Company shall have delivered Conversion Shares and Warrant Shares upon conversion or exercise, as the case may be, of the Preferred Shares and the Warrants on a timely basis as set forth in Section 2(d)(ii) of the Certificate of Designations or Section 2(a) of the Warrants and otherwise shall have been in compliance with and shall not have breached any provision of the Transaction Documents (as defined below) and the Certificate of Designations; (v) the Company shall have received the approval of the Company's stockholders, pursuant to Section 4(m), to issue the Conversion Shares upon the conversion of the Preferred Shares in excess of the Exchange Cap (as defined in the Certificate of Designation); (vi) the arithmetic average of the Closing Bid Prices (as defined in the Certificate of Designations) of the Common Stock for the fifteen (15) consecutive trading days ending on the including July 17, 2000 shall equal or exceed $25.00 (as adjusted for stock split, stock dividends, stock combination or similar transactions); and (vii) on each day during the period beginning on the Mandatory Share Notice Date and ending on and including the Mandatory Closing Date the Closing Bid Price of the Common Stock shall equal or exceed $23.00 (as adjusted for stock splits, stock dividends, stock combinations and similar transactions). The Mandatory Closing shall occur on an Mandatory Closing Date at the offices of Xxxxxx Xxxxxx Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000.
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THE MANDATORY CLOSING DATE. The date and time of the Mandatory Closing (the "Mandatory Closing Date") shall be 10:00 a.m. Chicago Time, on the tenth (10th) business day following the Mandatory Share Notice Date (as defined below), subject Subject to satisfaction (or waiver) of the conditions to the Mandatory Closing set forth in Sections 6(b9(b) and 7(b10(b) and the conditions set forth in this Section 1(c), the date and time of the Mandatory Closing (the "MANDATORY CLOSING DATE") shall be 10:00 a.m. New York Time, on the earlier of (i) the date set forth in the Mandatory Share Notice (as defined below) (or such later date as is mutually agreed to by the Company and the BuyersBuyer), and (ii) October 27, 2001 (the "FINAL CLOSING DATE"). The Company shall may deliver written notice (the "Mandatory Share NoticeMANDATORY SHARE NOTICE") to each Buyer on a date which is within five (5) months of the Initial Closing Date (the "Mandatory Share Notice DateMANDATORY SHARE NOTICE DATE") as soon as reasonably practicable, but in no event later than the first business day, following the date that the Initial Registration Statement (as defined in the Registration Rights Agreement) registering the Initial Registrable Securities (as defined in the Registration Rights Agreement) has been declared effective by the SEC in accordance with the terms of the Registration Rights Agreement, which date shall not be later than 90 days after the Initial Closing Date). The Mandatory Share Notice shall set forth (x) each Buyer's pro rata portion (based on the number of Initial Preferred Shares such Buyer purchased in relation to the total number of Initial Preferred Shares purchased by all of the Buyers) of the aggregate number of the Mandatory Preferred Shares (which aggregate number shall be 2,000 Preferred Shares), which such Buyer is required to purchase at such Mandatory Closing, (y) the aggregate Purchase Price for such Buyer's Mandatory Preferred Shares and (z) the date of the Mandatory Closing DateDate which date shall be not less than 30 days after the Mandatory Share Notice Date and in no event shall be later than October 27, 2001. Notwithstanding the foregoing, no Buyer shall not be required to purchase the Mandatory Preferred Shares unless each of the following conditions is satisfied: (i) during the period beginning on the Mandatory Share Notice Date date of this Agreement and ending on and including the Mandatory Closing Date, the Initial Registration Statement covering the resale of the Initial Registrable Securities at all times has been effective and available for the sale of no less than 200% of the Conversion Shares issuable upon conversion of the Initial Preferred Shares and the Mandatory Preferred Shares (as if the Mandatory Preferred Shares were issued and outstanding and without regard to any limitations on conversions) and 100% of the Warrant Shares issuable upon exercise of the Initial Warrants and the Mandatory Warrants (as if the Mandatory Warrants were issued and outstanding and without regard to any limitations on Exercises); (ii) during the period beginning on the Initial Closing Date and ending on and including the Mandatory Closing Date there shall not have occurred (A) an event constituting the consummation of a Change of Control (as defined in Section 4(b) of the Certificate of Amendment), including an agreement to consummate a Change of Control, (B) a Triggering Event (as defined in Section 3(b) of the Certificate of Amendment5) or an event that with the passage of time would constitute a Trigger Event assuming it were not cured, or (C) the public announcement of a pending Change of Control which has not been abandoned or terminated; (iiiii) at all times during the period beginning on the Mandatory Share Notice Date date of this Agreement and ending on and including the Mandatory Closing Date, the Common Stock shall have been designated for quotation on the Nasdaq National Market or The Nasdaq SmallCap Market or listed on The New York Stock Exchange, Inc. ("NYSE") or The American Stock Exchange, Inc. ("AMEX") or designated for quotation on the Nasdaq National Market ("NASDAQ") and shall not have been suspended from trading on such exchanges ornor shall delisting or suspension by such exchanges have been threatened either (A) in writing by such exchanges or (B) by falling below the minimum listing maintenance requirements of such exchanges; and (iii) during the period beginning on the Initial Closing Date and ending on and including the Mandatory Closing Date, the Company shall have delivered Conversion Shares upon conversion of the Preferred Shares on a timely basis as set forth in the Certificate of Designations and otherwise shall have been in compliance with and shall not have breached any provision of the Transaction Documents (as defined below) and the Certificate of Designations. The Mandatory Closing shall occur on the Mandatory Closing Date at the offices of Buyer, 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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THE MANDATORY CLOSING DATE. The date and time of the Mandatory Closing (the "Mandatory Closing Date") shall be 10:00 a.m. Chicago Time, on the tenth (10th) business day following the Mandatory Share Notice Date (as defined below), subject Subject to satisfaction (or waiver) of the conditions to the Mandatory Closing set forth in Sections 6(b9(b) and 7(b10(b) and the conditions set forth in this Section 1(c), the date and time of the Mandatory Closing (the "MANDATORY CLOSING DATE") shall be 10:00 a.m. New York Time, on the earlier of (i) the date set forth in the Mandatory Share Notice (as defined below) (or such later date as is mutually agreed to by the Company and the BuyersBuyer), and (ii) October 27, 2001 (the "FINAL CLOSING DATE"). The Company shall may deliver written notice (the "Mandatory Share NoticeMANDATORY SHARE NOTICE") to each Buyer on a date which is within five (5) months of the Initial Closing Date (the "Mandatory Share Notice DateMANDATORY SHARE NOTICE DATE") as soon as reasonably practicable, but in no event later than the first business day, following the date that the Initial Registration Statement (as defined in the Registration Rights Agreement) registering the Initial Registrable Securities (as defined in the Registration Rights Agreement) has been declared effective by the SEC in accordance with the terms of the Registration Rights Agreement, which date shall not be later than 90 days after the Initial Closing Date). The Mandatory Share Notice shall set forth (x) each Buyer's pro rata portion (based on the number of Initial Preferred Shares such Buyer purchased in relation to the total number of Initial Preferred Shares purchased by all of the Buyers) of the aggregate number of the Mandatory Preferred Shares (which aggregate number shall be 2,000 Preferred Shares), which such Buyer is required to purchase at such Mandatory Closing, (y) the aggregate Purchase Price for such Buyer's Mandatory Preferred Shares and (z) the date of the Mandatory Closing DateDate which date shall be not less than 30 days after the Mandatory Share Notice Date and in no event shall be later than October 27, 2001. Notwithstanding the foregoing, no Buyer shall not be required to purchase the Mandatory Preferred Shares unless each of the following conditions is satisfied: (i) during the period beginning on the date of this Agreement and ending on and including the Mandatory Share Notice Date Closing Date, there shall not have occurred the consummation of a Change of Control (as defined in Section 5) or a public announcement of a pending Change of Control which has not been abandoned or terminated; (ii) at all times during the period beginning on the date of this Agreement and ending on and including the Mandatory Closing Date, the Initial Registration Statement covering the resale of the Initial Registrable Securities at all times Common Stock shall have been listed on The New York Stock Exchange, Inc. ("NYSE") or The American Stock ---------------- *[CONFIDENTIAL TREATMENT REQUESTED] Indicates material that has been effective omitted and available for which confidential treatment is being requested. All such omitted material is being filed with The Securities and Exchange Commission pursuant to Rule 24b-2 promulgated under the sale Securities Exchange Act of no less than 200% of 1934, as amended. Exchange, Inc. ("AMEX") or designated for quotation on the Conversion Shares issuable upon conversion of the Initial Preferred Shares and the Mandatory Preferred Shares Nasdaq National Market (as if the Mandatory Preferred Shares were issued and outstanding and without regard to any limitations on conversions"NASDAQ") and 100% shall not have been suspended from trading on such exchanges nor shall delisting or suspension by such exchanges have been threatened either (A) in writing by such exchanges or (B) by falling below the minimum listing maintenance requirements of the Warrant Shares issuable upon exercise of the Initial Warrants such exchanges; and the Mandatory Warrants (as if the Mandatory Warrants were issued and outstanding and without regard to any limitations on Exercises); (iiiii) during the period beginning on the Initial Closing Date and ending on and including the Mandatory Closing Date there Date, the Company shall not have occurred (A) an event constituting delivered Conversion Shares upon conversion of the Preferred Shares on a Change of Control (timely basis as defined set forth in Section 4(b) of the Certificate of Amendment), including an agreement to consummate a Change of Control, (B) a Triggering Event (as defined in Section 3(b) of the Certificate of Amendment) or an event that with the passage of time would constitute a Trigger Event assuming it were not cured, or (C) the announcement of a pending Change of Control which has not been abandoned or terminated; (iii) at all times during the period beginning on the Mandatory Share Notice Date Designations and ending on and including the Mandatory Closing Date, the Common Stock otherwise shall have been designated for quotation on the Nasdaq National Market or The Nasdaq SmallCap Market or listed on The New York Stock Exchange, Inc. ("NYSE") or The American Stock Exchange, Inc. ("AMEX") in compliance with and shall not have been suspended from trading breached any provision of the Transaction Documents (as defined below) and the Certificate of Designations. The Mandatory Closing shall occur on such exchanges orthe Mandatory Closing Date at the offices of Buyer, 1114 Avenue of the Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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