Common use of The Series A Closing Clause in Contracts

The Series A Closing. (i) The closing of the purchase and sale of the Series A Shares (the "Series A Closing") shall take place at the offices of Robinson Silverman Pearce Aronsohn & Berman LLP (the "Escrow Xxxxx"), 0000 Xxxnxx xx txx Xxxxxcas, Xxx York, New York 10104, immedxxxxxx xxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xate as the parties shall agree. The date of the Series A Closing is hereinafter referred to as the "Series A Closing Date." (ii) At the Series A Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of Exhibit E (the "Escrow Agreement"), including the following: (a) the Company shall deliver to the Purchaser (1) stock certificates representing 250,000 Series A Shares registered in the name of the Purchaser, (2) a common stock purchase warrant in the form of Exhibit B (the "Series A Warrant") to purchase an aggregate of 149,522 shares of the Company's common stock, $.0001 par value per share (the "Common Stock"), at an exercise price equal to 120% of the Market Price on the Series A Closing Date, exercisable for three years from the Original Issue Date, registered in the name of the Purchaser, (3) the legal opinion of the Law Offices of Leonard R. Glass, P.A., outside counsel to the Company, subsxxxxxxxxx xx xxx form attached hereto as Exhibit D, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Series A Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and between the Company and the Purchaser, in the form of Exhibit C (the "Registration Rights Agreement"); and (b) the Purchaser shall deliver to the Company (1) $5,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series A Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series A Closing by the Purchaser pursuant to this Agreement and the Registration Rights Agreement.

The Series A Closing. (i) The closing of the purchase and sale of the Series A Shares (the "Series SERIES A ClosingCLOSING") shall take place at the offices of Robinson Silverman Pearce Aronsohn Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Berman Xxxxxx LLP (the "Escrow XxxxxXXXXXXXX XXXXXXXXX"), 0000 Xxxnxx Xxxxxx xx txx Xxxxxcasxxx Xxxxxxxx, Xxx YorkXxxx, New York 10104Xxx Xxxx 00000, immedxxxxxx xxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xate immediately following the execution hereof or such later date as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party nor later than February 10, 1998, provided, however, that if all conditions for such closing (except those conditions which must be satisfied at such closing) other than the filing of the Series A Determination have been satisfied by February 10, 1998, the date for such closing may be extended to a date no later than February 13, 1998. The date of the Series A Closing is hereinafter referred to as the "SERIES A CLOSING DATE." At the Series A Closing DateClosing, the Company shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, 100,000 Series A Shares for an aggregate purchase price of $5,000,000 (the "SERIES A PURCHASE PRICE")." (ii) At the Series A Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of Exhibit E (the "Escrow Agreement"), including the following: (a) the Company shall deliver to the Purchaser Purchasers (1i) one or more stock certificates representing 250,000 the Series A Shares purchased by such Purchaser as set forth next to such Purchaser's name on SCHEDULE 1 attached hereto, each registered in the name of the such Purchaser, (2ii) a common stock purchase warrant Warrants in the form of Exhibit EXHIBIT B (the "Series SERIES A WarrantWARRANTS") to purchase an aggregate of 149,522 300,000 shares of the Company's common stock, $.0001 no par value per share (the "Common StockCOMMON STOCK"), ) at an exercise price equal to 120125% of the Market Price closing bid price of the Common Stock on the day prior to the Series A Closing Date, exercisable for three years from the Original Issue Date, each registered in the name of such Purchaser and in the Purchaser, (3) the legal opinion of the Law Offices of Leonard R. Glass, P.A., outside counsel to the Company, subsxxxxxxxxx xx xxx form attached hereto as Exhibit D, amounts set forth in SCHEDULE 1 and (4iii) all other documents, instruments and writings required to have been delivered at or prior to the Series A Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and between the Company and the PurchaserPurchasers, in the form of Exhibit EXHIBIT C (the "Registration Rights AgreementREGISTRATION RIGHTS AGREEMENT"); , and (b) the each Purchaser shall deliver to the Company (the portion of the Series A Purchase Price set forth next to its name on SCHEDULE 1) $5,000,000 , in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series A Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series A Closing by the such Purchaser pursuant to this Agreement and the Registration Rights Agreement.

The Series A Closing. (i) The closing of the purchase and sale of the Series A Shares Debentures (the "Series A Closing") shall take place at the offices of Robinson Silverman Pearce Aronsohn Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Berman Xxxxxx LLP (the "Escrow XxxxxXxxxxxxx Xxxxxxxxx"), 0000 Xxxnxx Xxxxxx xx txx Xxxxxcasxxx Xxxxxxxx, Xxx YorkXxxx, New York 10104Xxx Xxxx 00000, immedxxxxxx xxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xate immediately following the execution hereof or such later date as the parties shall agree. The date of the Series A Closing is hereinafter referred to as the "Series A Closing Date." (ii) Documents to be Delivered at Series A Closing. At the Series A ClosingClosing Date, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of Exhibit E (the "Escrow Agreement"), including the following: (aA) the Company shall deliver to the each Purchaser (1) stock certificates representing 250,000 Series A Shares Debentures in the principal amount set forth beside such Purchaser's name on Schedule 1 hereto, registered in the name of the such Purchaser's name, (2) a common stock Common Stock purchase warrant in the form of Exhibit B B, registered in such Purchaser's name, entitling such Purchaser to acquire the number of shares of Common Stock set forth beside such Purchaser's name on Schedule 1 hereto, at an exercise price (subject to adjustment as set forth therein) equal to 125% of the average Per Share Market Value for the five (5) Trading Days immediately preceding the Series A Closing Date (the "Series A Warrant") to purchase an aggregate of 149,522 shares of the Company's common stock, $.0001 par value per share (the "Common StockWarrants"), at an exercise price equal to 120% of the Market Price on the Series A Closing Date, exercisable for three years from the Original Issue Date, registered in the name of the Purchaser, ; (3) the legal opinion of the Law Offices of Leonard R. Glass, P.A.Xxxxxx & Whitney, outside counsel to the Company, subsxxxxxxxxx xx xxx addressed to such Purchaser, substantially in the form attached hereto as of Exhibit D, (4) the legal opinion of Xxxxxx X. Xxxxxxx, General Counsel to the Company, addressed to such Purchaser, substantially in the form of Exhibit E and (45) all other documents, instruments and writings required to have been delivered at or prior to the Series A Closing Date by the Company pursuant to this Agreement and Agreement, including, without limitation, executed originals of each of the Registration Rights Agreement, dated the date hereof, by and between among the Company and the PurchaserPurchasers, in the form of Exhibit C (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, dated the Series A Closing date, in the form of Exhibit F, delivered to and acknowledged by the Company and the Company's transfer agent (the "Transfer Agent Instructions"); and (bB) the each Purchaser shall deliver to the Company (1) $5,000,000 in United States dollars a wire transfer in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior equal to the principal amount of Series A Closing Date, Debentures to be acquired by such Purchaser as set forth beside such Purchaser's name on Schedule 1 hereto and (2) all documents, instruments and writings required to have been delivered by such Purchaser at or prior to the Series A Closing by the Purchaser Date pursuant to this Agreement and Agreement, including, without limitation, an executed original copy of the Registration Rights Agreement.

The Series A Closing. (i) The closing of the purchase and sale of the 20,000 Series A Shares (the "Series A Closing") shall take place at the offices of Robinson Silverman Pearce Aronsohn Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Berman LLP Xermxx XXX (the "Escrow XxxxxRobixxxx Xxxvxxxxx"), 0000 Xxxnxx 1290 Xxxxxx xx txx Xxxxxcasxxx Xxxxxxxx, Xxx YorkXxxx, New York 10104Xxx Xxxx 00000, immedxxxxxx xxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xate xxmediately following the execution hereof or such later date as the parties shall agree. The date of the Series A Closing is hereinafter referred to as the "Series A Closing Date." (ii) At the Series A Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of Exhibit E (the "Escrow Agreement"), including the following: (a) the Company shall deliver to the Purchaser (1) a stock certificates certificate representing 250,000 20,000 Series A Shares registered in the name of the Purchaser, (2) a five year common stock purchase warrant in the form of Exhibit B (the "Series A Warrant") entitling the Purchaser to purchase an aggregate of 149,522 160,000 shares of the Company's common stock, $.0001 .01 par value per share (the "Common Stock"), at an exercise price equal to 120% of the Per Share Market Price Value on the Series A Closing Date, exercisable for three years from the Original Issue Date, registered in the name of the Purchaser, (3) the legal opinion of the Law Offices of Leonard R. GlassPaul, P.A.Hastings, Janoxxxx & Xalkxx XXX, outside counsel to the Company, subsxxxxxxxxx xx xxx substantially in the form attached hereto as of Exhibit D, dated the Series A Closing Date, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Series A Closing Date by the Company pursuant to this Agreement and the Agreement, including an executed Registration Rights Agreement, dated the date hereof, by and between the Company and the Purchaser, in the form of Exhibit C (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, dated the Series A Closing Date, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (b) the Purchaser shall deliver to the Company (1) $5,000,000 2,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series A Closing DateDate (the "Series A Purchase Price") less the amounts referred to in Section 5.1, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series A Closing Date by the Purchaser pursuant to this Agreement and the Agreement, including an executed Registration Rights Agreement.

The Series A Closing. (i) The closing of the purchase and sale of the Series A Shares (the "Series A Closing") shall take place at the offices of Robinson Silverman Pearce Aronsohn Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Berman LLP Xermxx XXX (the "Escrow XxxxxRobixxxx Xxxvxxxxx"), 0000 Xxxnxx 1290 Xxxxxx xx txx Xxxxxcasxxx Xxxxxxxx, Xxx YorkXxxx, New York 10104Xxx Xxxx 00000, immedxxxxxx xxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xate xxmediately following the execution hereof or such later date as the parties shall agree, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Series A Closing is hereinafter referred to as the "Series A Closing Date." At the Series A Closing, the Company shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, an aggregate of 300 Series A Shares for an aggregate purchase price of $3,000,000 (the "Series A Purchase Price"). (ii) At the Series A Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of Exhibit E (the "Escrow Agreement"), including the following: (a) the Company shall deliver to the each Purchaser (1) one or more stock certificates representing 250,000 the Series A Shares purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of the such Purchaser, (2) a common stock purchase warrant Warrants in the form of Exhibit B (the "Series A WarrantWarrants") to purchase an aggregate of 149,522 150,000 shares of the Company's common stock, $.0001 .01 par value per share (the "Common Stock"), at an exercise price equal to 120122% of the Market Price closing price of the Common Stock on the Trading Day immediately prior to the Series A Closing Date, exercisable for three years from the Original Issue Date, each registered in the name names of such Purchaser and in the Purchaseramounts set forth in Schedule 1, (3) the legal opinion of referenced in Section 4.1(b)(vi), substantially in the Law Offices of Leonard R. Glass, P.A., outside counsel to the Company, subsxxxxxxxxx xx xxx form attached hereto as Exhibit D, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Series A Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and between the Company and the PurchaserPurchasers, in the form of Exhibit C (the "Registration Rights Agreement"); , and (b) the each Purchaser shall deliver to the Company (1) $5,000,000 its portion of the Series A Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior Company (iii) If Incyte Pharmaceuticals, Inc, ("Incyte") exercises its right by March 6, 1998 to the purchase shares of Series A Closing DatePreferred Stock and Warrants, then the Company shall sell to Incyte and Incyte shall purchase from the Company (2) all documents, instruments and writings required to have been delivered at or prior to the "Incyte Series A Closing by the Purchaser pursuant Sale") 33 shares of Series A Preferred Stock and warrants to purchase 16,666 shares of Common Stock for an aggregate amount of $330,000 and upon such sale Incyte shall execute a signature page to each of this Agreement and the Registration Rights Agreement and shall thereby become a Purchaser under this Agreement and a Holder under the Registration Rights Agreement, subject to all of the terms, conditions, rights and obligations of a Purchaser hereunder and a Holder thereunder. Upon consummation of the Incyte Series A Sale the term "Purchaser" under this Agreement shall include Incyte and the term "Series A Warrants" shall include the warrants sold to Incyte in the Incyte Series A Sale. The Company shall notify the Purchasers in writing within two Trading Days following the Incyte Series A Sale and shall distribute Incyte signature pages together with such notice.

The Series A Closing. (i) The closing of the purchase and sale of the Series A Debentures and the Common Shares (the "Series A Closing") shall take place at the offices of Robinson Silverman Pearce Aronsohn Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Berman Xxxxxx LLP (the "Escrow XxxxxAgent"), 0000 Xxxnxx Xxxxxx xx txx Xxxxxcasxxx Xxxxxxxx, Xxx YorkXxxx, New York 10104Xxx Xxxx 00000, immedxxxxxx xxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xate immediately following the execution hereof or such later date as the parties shall agree. The date of the Series A Closing is hereinafter referred to as the "Series A Closing Date." (ii) At Prior to the Series A Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser Purchasers and the Escrow Agent, substantially in the form of Exhibit E (the "Series A Escrow Agreement"), including the following: (aA) the Company shall deliver to the Purchaser (1) stock certificates representing 250,000 the Series A Shares Debentures, registered in the name of the PurchaserOpportunity, and (2) a common stock Common Stock purchase warrant in the form of Exhibit B (B, registered in the "Series A Warrant") name of Opportunity, to purchase an aggregate of 149,522 35,300 shares of the Company's common stock, $.0001 par value per share (the "Common Stock"), Stock at an exercise price (subject to adjustment as set forth therein) equal to 120% of the Market Average Price (as defined below) on the Series A Closing Date (the "Series A Opportunity Warrant"); (3) the Common Shares, registered in the name of Strategic, (4) a Common Stock purchase warrant in the form of Exhibit B, registered in the name of Strategic, to purchase an aggregate of 23,529 shares of Common Stock at an exercise price (subject to adjustment as set forth therein) equal to 120% of the Average Price on the Series A Closing DateDate (the "Series A Strategic Warrant" and, exercisable for three years from together with the Original Issue DateSeries A Opportunity Warrant, registered in the name of the Purchaser"Series A Warrants"), (35) the legal opinion of the Law Offices of Leonard R. Glass, P.A.Xxxxx & XxXxxxxx, outside counsel to the Company, subsxxxxxxxxx xx xxx addressed to each Purchaser, substantially in the form attached hereto as of Exhibit D, and (46) all other documents, instruments and writings required to have been delivered at or prior to the Series A Closing by the Company pursuant to this Agreement and Agreement, including, without limitation, executed originals of each of the Series A Escrow Agreement, the Registration Rights Agreement, dated the date hereof, by and between among the Company and the PurchaserPurchasers, in the form of Exhibit C (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, dated the Series A Closing date, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (bB) the Purchaser Opportunity shall deliver to the Company (1) $5,000,000 3,000,000 in United States dollars in immediately available funds by wire transfer to an the account designated in writing by the Company for such purpose prior to the Series A Closing DateEscrow Agreement, and (2) all documents, instruments and writings required to have been delivered by Opportunity at or prior to the Series A Closing by the Purchaser pursuant to this Agreement, including without limitation, executed originals of the Series A Escrow Agreement and the Registration Rights Agreement; and (C) Strategic shall deliver (1) $2,000,000 in United States dollars in immediately available funds by wire transfer to the account designated in the Series A Escrow Agreement and (2) all documents, instruments and writings required to have been delivered by Strategic at or prior to the Series A Closing pursuant to this Agreement, including without limitation, executed originals of the Series A Escrow Agreement and the Registration Rights Agreement.

The Series A Closing. (i) The closing of the purchase and sale of the Series A Shares (the "Series A Closing") shall take place at the offices of Robinson Silverman Pearce Aronsohn Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Berman LLP Xermxx XXX, 1290 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Escrow XxxxxXobixxxx Xxxvxxxxx"), 0000 Xxxnxx xx txx Xxxxxcas, Xxx York, New York 10104, immedxxxxxx xxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xate immediately following the execution hereof or such later date as the parties shall agree. The date of the Series A Closing is hereinafter referred to as the "Series A Closing Date." (ii) At the Series A Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of Exhibit E (the "Escrow Agreement"), including the following: (a) the Company shall deliver to the Purchaser Purchasers (1) a stock certificates certificate representing 250,000 140 Series A Shares, registered in the name of Westxxxx, (0) a stock certificate representing 260 Series A Shares registered in the name of the PurchaserMontrose, (23) a common stock purchase warrant in the form of Exhibit B (the "Series A Warrant") to entitling Westxxxx xx purchase an aggregate of 149,522 26,250 shares of the Company's common stock, $.0001 .001 par value per share (the "Common Stock"), at an exercise price equal to 120125% of the average Per Share Market Price on Values for the ten (10) Trading Days immediately preceding the Series A Closing Date (the "Exercise Price"), registered in the name of Westxxxx (xxe "Westxxxx Xxxrant"), (4) common stock purchase warrant in the form of Exhibit B entitling Montrose to purchase an aggregate of 48,750 shares of Common Stock at the Exercise Price, registered in the name of Montrose (the "Montrose Warrant" and, together with the Westxxxx Warrant, the "Warrants"), (5) the legal opinion of Straxxxxx Xxxcx Carlxxx & Xautx, xxtside counsel to the Company, substantially in the form of Exhibit D, dated the Series A Closing Date, exercisable for three years from the Original Issue Date, registered in the name of the Purchaser, (3) the legal opinion of the Law Offices of Leonard R. Glass, P.A., outside counsel to the Company, subsxxxxxxxxx xx xxx form attached hereto as Exhibit D, and (46) all other documents, instruments and writings required to have been delivered at or prior to the Series A Closing Date by the Company pursuant to this Agreement and the Agreement, including an executed Registration Rights Agreement, dated the date hereof, by and between among the Company and the PurchaserPurchasers, in the form of Exhibit C (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions") and dated the Series A Closing Date; and (b) the Purchaser shall Westxxxx xxxll deliver to the Company (1) $5,000,000 1,400,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series A Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series A Closing by Westxxxx xxxsuant to this Agreement, including an executed Registration Rights Agreement (c) Montrose shall deliver to the Purchaser Company (1) $2,600,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Series A Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series A Closing by Montrose pursuant to this Agreement and the Agreement, including an executed Registration Rights Agreement.