Common use of The Series B Closing Clause in Contracts

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, have the right to deliver a written notice to the other party (a "SERIES B SUBSEQUENT FINANCING NOTICE") requiring such other party to either sell or buy, as the case may be, the Series B Shares for an aggregate purchase price of $5,000,000 (the "SERIES B PURCHASE PRICE"). Either party may deliver a Series B Subsequent Financing Notice to the other party no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than July 27, 1999. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase Price. The closing of the purchase and sale of the Series B Shares (the "SERIES B CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx on such date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES B CLOSING DATE."

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, Company shall have the right to deliver a written notice to the other party Purchasers (a "SERIES B SUBSEQUENT FINANCING NOTICESubsequent Financing Notice") requiring such other party the Purchasers to either sell or buypurchase, severally and not jointly (subject to adjustment as provided herein), at the case may beCompany's option, the up to an aggregate of 200 Series B Shares for an aggregate purchase price of $5,000,000 (the "SERIES B PURCHASE PRICE")2,000,000. Either party may deliver a Series B A Subsequent Financing Notice to the other party may be delivered no earlier than 90 180 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at following the Series A Closing Date and no later than July 27, 1999. At 230 days following the Series A Closing Date (the expiration of such 230 day period or such earlier date as the Company notifies the Purchasers in writing of its election to irrevocably waive its rights hereunder to sell the Series B Closing each Purchaser shall be obligated (subject Shares to the terms and conditions herein) to purchase such portion of such Purchasers, the "Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase PriceClosing Expiration Date"). The closing of the purchase and sale of the Series B Shares (the "SERIES Series B CLOSINGClosing") shall take place at the offices of Xxxxxxxx Xxxxxxxxx on such date indicated in Robixxxx Xxxvxxxxx xx the Series B tenth (10th) Trading Day after the Subsequent Financing Notice (which may not be prior to the 15th Trading Day is deemed delivered hereunder or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or on such other date as otherwise agreed to by the parties); PROVIDED provided, however, that in no case shall the Series B Closing take place unless and until all of the conditions listed in Section 4.2 4.1 have been satisfied by the Company or waived by the appropriate partyPurchasers (it being understood that each Purchaser may elect to waive or enforce such conditions in its sole discretion). The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date."

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior shall be equal to the date or greater than 105% of the Series B Subsequent Financing Notice is greater than $4.00Initial Conversion Price for any period of at least twenty (20) consecutive Trading Days, the Company shall have the right to deliver a written notice to the other party Purchasers (a "SERIES Series B SUBSEQUENT FINANCING NOTICESubsequent Financing Notice") no later than five Trading Days after the conclusion of such period requiring such other party the Purchasers to either sell or buypurchase, severally and not jointly, (subject to adjustment as provided herein), at the case may beCompany's option, the up to an aggregate principal amount of $2,500,000 of Series B Shares for an aggregate purchase price of $5,000,000 (the "SERIES B PURCHASE PRICE")Debentures. Either party may deliver a A Series B Subsequent Financing Notice to the other party may be delivered no earlier than 90 days after following the effective date of a registration statement to be filed with the Underlying Shares Registration Statement Securities and Exchange Commission (as defined the "Commission") meeting the requirements set forth in the Registration Rights AgreementAgreement and covering the resale by the Purchasers of the Underlying Shares (as defined below) relating to the securities issued at (an "Underlying Securities Registration Statement"), and no later than one (1) year following the Series A Closing Date and no later than July 27, 1999. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro rata portion of the Series A Purchase PriceDate. The closing of the purchase and sale of the Series B Shares Debentures (the "SERIES Series B CLOSINGClosing") shall take place at the offices of the Xxxxxxxx Xxxxxxxxx on such the date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th 25th Trading Day after receipt by either party the Purchasers of the Series B Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 4.1 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date."

The Series B Closing. (i) Subject to the terms and conditions set forth in this Agreement, either party shall, if the average Per Share Market Value for the thirty Trading Days prior to the date of the Series B Subsequent Financing Notice is greater than $4.00, Purchasers shall have the right to deliver to the Company and the Company shall have the right to deliver to the Purchasers a written notice to the other party (a "SERIES Series B SUBSEQUENT FINANCING NOTICESubsequent Financing Notice") requiring such other party either the Company to either sell or the Purchasers to buy, as the case may be, the 300 Series B Shares Shares, for an aggregate purchase price of $5,000,000 3,000,000, if Incyte has not become a Purchaser (or 333 Series B Shares, for an aggregate purchase price of $3,330,000, if Incyte has become a Purchaser) (the "SERIES Series B PURCHASE PRICEPurchase Price")) at a per share purchase price of $10,000. Either party The Purchasers may deliver to the Company or the Company may deliver to the Purchasers a Series B Subsequent Financing Notice to the other party no earlier than 90 days after the effective date of the Underlying Shares Registration Statement (as defined in the Registration Rights Agreement) relating to the securities issued at the Series A Closing Date and no later than July 27, 1999150 days after such effective date. At the Series B Closing each Purchaser shall be obligated (subject to the terms and conditions herein) to purchase such portion of such Series B Shares as equals such Purchaser's pro pro-rata portion of the purchase price for the Series A Purchase PriceShares issued and sold at the Series A Closing. The closing of the purchase and sale of the Series B Shares (the "SERIES Series B CLOSINGClosing") shall take place at the offices of Xxxxxxxx Xxxxxxxxx on Robixxxx Xxxvxxxxx xx such date indicated in the Series B Subsequent Financing Notice (which may not be prior to the 15th Trading Day or subsequent to the 30th Trading Day after receipt by either party of the Subsequent Financing Notice, or as otherwise agreed to by the parties); PROVIDED provided that in no case shall the Series B Closing take place unless and until the conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the Series B Closing is hereinafter referred to as the "SERIES Series B CLOSING DATEClosing Date."