Common use of The Series D Closing Clause in Contracts

The Series D Closing. (i) The closing of the purchase and sale of the shares of Series D Preferred to be issued and sold at such closing in accordance herewith (the "Series D Shares", and such closing the "Series D Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date (which may not be prior to the fifteenth Trading Day after receipt of the notice described hereafter in this paragraph (c)) as the Company may designate in a Subsequent Financing Notice relating to the Series D Shares which the Company may deliver no earlier than the later of 60 days after (x) such date as the Registration Statement (defined below) with respect to the Series C Shares is declared effective (provided, however, that any days during which the holder of the Series C Shares was not permitted to sell Series C Shares pursuant to an effective Registration Statement, shall be added to such sixty (60) day period) and (y) the Series C Closing Expiration Date, and not later than 150 days from the Series C Closing Expiration Date (the "Series D Closing Expiration Date"), which Subsequent Financing Notice shall set forth the number of shares of Series D Preferred that the Company intends to sell to the Purchaser, provided, however that such number shall not be in excess of (i) 400 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is less than $45,000,000, (ii) 600 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is between $45,000,000 and $64,999,999, (iii) 800 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is between $65,000,000 and $84,999,999, and (iv) 1000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is in excess of $84,999,999. (ii) At the Series D Closing, (a) the Company shall deliver to the Purchaser one or more stock certificates representing the Series D Shares and either the Subsequent Warrant or the Intermediate Warrant (each as defined in Section 3.17), as the case may be, each registered in the name of the Purchaser and all documents, instruments and writings required to have been delivered at or prior to the Series D Closing by the Company pursuant to this Agreement and the Registration Rights Agreement and (b) the Purchaser shall deliver to the Company (1) the purchase price for the Series D Shares being purchased as determined pursuant to Section 1.2 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and delivered to the Purchaser prior to the Series D Closing Date and (2) all documents, instruments and writings required to have been delivered at or prior to the Series D Closing by the Purchaser pursuant to this Agreement and the Registration Rights Agreement.

The Series D Closing. (i) The closing of the purchase and sale of the shares of Series D Preferred to be issued and sold at such closing in accordance herewith (the "Series D Shares", and such closing the "Series D Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date (which may not be prior to the fifteenth Trading Day tenth day after receipt of the notice described hereafter in this paragraph (cb)) as the Company may designate in a written notice to Infinity (a "Subsequent Financing Notice Notice") relating to the Series D Shares which the Company may deliver no earlier than the later of 60 180 days after (x) such the date as the Registration Statement (defined below) with respect to the Series C Shares is declared effective (provided, however, that any days during which the holder of the Series C Shares was not permitted to sell Series C Shares pursuant to an effective Registration Statement, shall be added to such sixty (60) day period) hereof and (y) the Series C Closing Expiration Date, and not no later than 150 210 days from after the Series C Closing Expiration Date date hereof (such 210th day, the "Series D Closing Expiration Date"), which Subsequent Financing Notice shall set forth the number of shares of Series D Preferred that the Company intends to sell to the Purchaser, provided, however that such number shall Shares (which may not be less than 50,000 nor in excess of (i) 400 250,000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is less than $45,000,00080,000,000 on the Series D Closing Date, (ii) 600 300,000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is between $45,000,000 80,000,000 and $64,999,999, 115,000,000 on the Series D Closing Date or (iii) 800 350,000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is between greater than $65,000,000 and $84,999,999, and (iv) 1000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from 115,000,000 on the Series D ClosingClosing Date) that the Company intends to sell to Infinity (or an eligible affiliate thereof specified by Infinity (an "Infinity Affiliate") provided, however, that in no case shall the Series D 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 D Closing is in excess of $84,999,999hereinafter referred to as the "Series D Closing Date." (ii) At the Series D Closing, (a) the Company shall deliver (1) to Infinity (and/or an Infinity Affiliate, as the Purchaser case may be) one or more stock certificates representing the Series D Shares and either the Subsequent Warrant or the Intermediate Warrant (each as defined in Section 3.17), as the case may be, each registered in the name of Infinity and/or such Infinity Affiliate (2) to Infinity the Purchaser Series D Infinity Warrant and (3) to Infinity (and/or such Infinity Affiliate) all documents, instruments and writings required to have been delivered at or prior to the Series D Closing by the Company pursuant to this Agreement and the Registration Rights Agreement and (b) the Purchaser Infinity (and/or such Infinity Affiliate) shall deliver to the Company (1) the purchase price for the Series D Shares being purchased as determined pursuant to Section 1.2 in United States dollars this Article I in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and delivered to the Purchaser Infinity (and/or such Infinity Affiliate) prior to the Series D Closing Date and (2) all documents, instruments and writings required to have been delivered at or prior to the Series D Closing by the Purchaser Infinity (and/or such Infinity Affiliate) pursuant to this Agreement and the Registration Rights Agreement.

The Series D Closing. (i) The closing of the purchase and sale of the shares of Series D Preferred to be issued and sold at such closing in accordance herewith Shares (the "Series SERIES D Shares", and such closing the "Series D ClosingCLOSING") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date (which may not be prior to the fifteenth Trading Day tenth day after receipt of the notice described hereafter in this paragraph (c)) as the Company may designate in a Subsequent Financing Notice relating to the Series D Shares Shares) as the Company shall designate in the Subsequent Financing Notice relating to the Series D Shares, which the Company may deliver no earlier than the later of 60 days after (x) such date as the Registration Statement (defined below) with respect to the Series C Shares is declared effective (providedApril 1, however, that any days during which the holder of the Series C Shares was not permitted to sell Series C Shares pursuant to an effective Registration Statement, shall be added to such sixty (60) day period) 1997 and (y) the Series C Closing Expiration Date, and not no later than 150 days from the Series C Closing Expiration Date (the "Series D Closing Expiration Date")June 20, 1997, which Subsequent Financing Notice shall set forth the number of shares of Series D Preferred Shares (which may not exceed 3,000) that the Company intends to sell to the Purchaser, providedPROVIDED, however that such number HOWEVER, in no case shall not be in excess of (i) 400 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D ClosingClosing take place (A) is less earlier than $45,000,000the later to occur of April 11, (ii) 600 shares, if 1997 and the Company's Market Capitalization (not inclusive tenth day after receipt of the proceeds from Subsequent Financing Notice relating to such Closing or (B) later than June 30, 1997 (the "SERIES D CLOSING EXPIRATION DATE"), and, PROVIDED, FURTHER, that in no case shall the Series D Closing) is between $45,000,000 Closing take place unless and $64,999,999, (iii) 800 shares, if until the Company's Market Capitalization (not inclusive conditions listed in Section 4.2 have been satisfied or waived by the appropriate party. The date of the proceeds from the Series D Closing) Closing is between $65,000,000 and $84,999,999, and (iv) 1000 shares, if referred to as the Company's Market Capitalization (not inclusive of the proceeds from the "Series D Closing) is in excess of $84,999,999Closing Date." (ii) At the Series D Closing, (a) the Company shall deliver to the Purchaser (1) one or more stock certificates representing the Series D Shares and either the Subsequent Warrant or the Intermediate Warrant (each as defined in Section 3.17)being sold at such Closing, as the case may be, each registered in the name of the Purchaser Purchaser, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series D Closing by the Company pursuant to this Agreement and the Registration Rights Agreement Agreement, and (b) the Purchaser shall deliver to the Company (1) the purchase price for the Series D Shares being purchased purchased, as determined pursuant to Section 1.2 in United States dollars this Article I, in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and delivered to the Purchaser prior to the Series D Closing Date Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Series D Closing by the Purchaser pursuant to this Agreement and the Registration Rights Agreement.

The Series D Closing. (i) The closing of the purchase and sale of the shares of Series D Preferred to be issued and sold at such closing in accordance herewith (the "Series D Shares", and such closing the "Series D Closing") shall take place at the offices of Robixxxx Xxxvxxxxx xx such date (which may not be prior to the fifteenth Trading Day tenth day after receipt of the notice described hereafter in this paragraph (cb)) as the Company may designate in a written notice to Infinity (a "Subsequent Financing Notice Notice") relating to the Series D Shares which the Company may deliver no earlier than the later of 60 180 days after (x) such the date as the Registration Statement (defined below) with respect to the Series C Shares is declared effective (provided, however, that any days during which the holder of the Series C Shares was not permitted to sell Series C Shares pursuant to an effective Registration Statement, shall be added to such sixty (60) day period) hereof and (y) the Series C Closing Expiration Date, and not no later than 150 210 days from after the Series C Closing Expiration Date date hereof (such 210th day, the "Series D Closing Expiration Date"), which Subsequent Financing Notice shall set forth the number of shares of Series D Preferred that the Company intends to sell to the Purchaser, provided, however that such number shall Shares (which may not be less than 50,000 nor in excess of (i) 400 250,000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is less than $45,000,00080,000,000 on the Series D Closing Date, (ii) 600 300,000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is between $45,000,000 80,000,000 and $64,999,999, 115,000,000 on the Series D Closing Date or (iii) 800 350,000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from the Series D Closing) is between greater than $65,000,000 and $84,999,999, and (iv) 1000 shares, if the Company's Market Capitalization (not inclusive of the proceeds from 115,000,000 on the Series D ClosingClosing Date) that the Company intends to sell to Infinity (or an eligible affiliate thereof specified by Infinity (an "Infinity Affiliate") provided, however, that in no case shall the Series D 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 D Closing is in excess of $84,999,999hereinafter referred to as the "Series D Closing Date." (ii) At the Series D Closing, (a) the Company shall deliver (1) to Infinity (and/or an Infinity Affiliate, as the Purchaser case may be) one or more stock certificates representing the Series D Shares and either the Subsequent Warrant or the Intermediate Warrant (each as defined in Section 3.17), as the case may be, each registered in the name of Infinity and/or such Infinity Affiliate (2) to Infinity the Purchaser Series D Infinity Warrant and (3) to Infinity (and/or such Infinity Affiliate) all documents, instruments and writings required to have been delivered at or prior to the Series D Closing by the Company pursuant to this Agreement and the Registration Rights Agreement and (b) the Purchaser Infinity (and/or such Infinity Affiliate) shall deliver to the Company (1) the purchase price for the Series D Shares being purchased as determined pursuant to Section 1.2 in United States dollars this Article I in immediately available funds by wire transfer to an account designated in writing by -3- 9 the Company for such purpose and delivered to the Purchaser Infinity (and/or such Infinity Affiliate) prior to the Series D Closing Date and (2) all documents, instruments and writings required to have been delivered at or prior to the Series D Closing by the Purchaser Infinity (and/or such Infinity Affiliate) pursuant to this Agreement and the Registration Rights Agreement.