Common use of The Subsequent Closings Clause in Contracts

The Subsequent Closings. Each of the subsequent closings hereunder (the "Subsequent Closings") shall, subject to the terms and conditions set forth below, occur at a time and place determined by the Company's Board of Directors (the "Board") and set forth in a written notice (the "Subsequent Closing Notice") at least 30 days prior to the applicable Subsequent Closing from either: (i) the Board on behalf of the Company sent to the LLC and to each Person holding an interest in the profits, losses, and distributions of the LLC (collectively, the "Unitholders") or (ii) the holders of a majority of the Frontenac Equity on behalf of the LLC sent to the Board and to each Unitholder. Such notice shall set forth the aggregate number of Common Stock and Preferred Stock to be purchased by the LLC and the aggregate purchase price thereof at such Subsequent Closing (the "Subsequent Capital Contribution"); provided that the LLC shall have purchased all of the shares of Common Stock authorized under Section 1A prior to purchasing any shares of Preferred Stock hereunder and the applicable Subsequent Capital Contribution for any Subsequent Closing shall not, together with the Initial Capital Contribution and the aggregate Subsequent Capital Contributions at all prior Subsequent Closings, exceed the Maximum Commitment; and provided further that there shall exist no further obligations to make any Subsequent Capital Contributions under this Section 1D after the dissolution of the LLC, other than any obligations relating to Subsequent Closings which have occurred prior to such dissolution. At each Subsequent Closing, subject to the terms and conditions hereof, the purchase price for each share of Preferred Stock shall be $1,000 per share and for each share of Common Stock shall be $1,000 per share (as each proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) and the LLC shall deliver to the Company a check, or wire transfer of immediately available funds to an account designated by the Company, in an aggregate amount equal to the applicable Subsequent Capital Contribution, and the Company shall deliver to the LLC stock certificates evidencing the Preferred Stock and/or Common Stock to be purchased at the applicable Subsequent Capital Contribution.

The Subsequent Closings. Each of the subsequent closings ------------------------ hereunder (the "Subsequent Closings") shall, subject to the terms and conditions ------------------- set forth below, occur (i) if the Specified Contribution of each Investor at such Subsequent Closing, together with the Initial Contribution and the aggregate Specified Contributions of each such Investor at all prior Subsequent Closings, will not exceed 80/258 times the maximum commitment set forth opposite ----- each such Investor's name on the Schedule of Investors (each such Investor's "Maximum Commitment"), at a time and place determined by the Company's Board president ------------------ and set forth in a written notice given to each Investor at least 10 days (or, if BV does not have immediately available funds sufficient to satisfy its obligation at such Subsequent Closing, 15 days) prior to the applicable Subsequent Closing, or (ii) otherwise, at a time and place determined by the Company's board of Directors directors (the "Board") and set forth in a written notice (the "Subsequent Closing Notice") ----- sent to each Investor at least 30 days prior to the applicable Subsequent Closing from either: (i) the Board on behalf of the Company sent to the LLC and to each Person holding an interest in the profits, losses, and distributions of the LLC (collectively, the "Unitholders") or (ii) the holders of a majority of the Frontenac Equity on behalf of the LLC sent to the Board and to each UnitholderClosing. Such notice shall set forth the aggregate number of Common Stock and Preferred Stock amount to be purchased contributed by the LLC and the aggregate purchase price thereof Investors at such Subsequent Closing and the pro rata portion thereof (based on the Investors' respective Initial Contributions) to be contributed by each Investor (each Investor's "Specified Contribution" for such Subsequent Capital Contribution"Closing); ---------------------- provided that the LLC shall have purchased all aggregate amount of the shares of Common Stock authorized under Section 1A prior to purchasing any shares of Preferred Stock hereunder and the applicable Subsequent Capital each Investors' Specified Contribution for at -------- any Subsequent Closing shall not, together with the Initial Capital Contribution and the aggregate Subsequent Capital Specified Contributions of each such Investor at all prior Subsequent Closings, exceed the each such Investor's Maximum Commitment; and provided further that there shall exist no further obligations to make any Subsequent Capital Contributions under this Section 1D after the dissolution of the LLC, other than any obligations relating to Subsequent Closings which have occurred prior to such dissolution. At each Subsequent Closing, subject to the terms and conditions hereof, the purchase price for each share of Preferred Stock shall be $1,000 per share and for each share of Common Stock shall be $1,000 per share (as each proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) and the LLC Investor shall deliver to the Company a check, or wire transfer either of immediately available funds to an account designated by the Company, in an aggregate amount equal to the applicable Subsequent Capital Contribution, and the Company shall deliver to the LLC stock certificates evidencing the Preferred Stock and/or Common Stock to be purchased at the applicable Subsequent Capital Contribution.following:

The Subsequent Closings. Each of the subsequent closings hereunder (the "Subsequent Closings") shall, subject to the terms and conditions set forth below, occur at a time and place determined by the Company's Board of Directors (the "Board") chief executive officer and set forth in a written notice from such chief executive officer on behalf of the Company (the "Subsequent Closing Notice") at least 30 days prior to the applicable Subsequent Closing from either: (i) the Board on behalf of the Company sent to the LLC and to each Person holding an interest in the profits, losses, and distributions of the LLC (collectively, the "Unitholders") or (ii) the holders of a majority of the Frontenac Equity on behalf of the LLC sent at least 30 days prior to the Board and to each Unitholderapplicable Subsequent Closing. Such notice shall set forth the aggregate number of Common Stock and Preferred Stock amount to be purchased contributed to the capital of the Company by the LLC and the aggregate purchase price thereof at such Subsequent Closing (the "Subsequent Capital Contribution"); provided that the LLC shall have purchased all of the shares of Common Stock authorized under Section 1A prior to purchasing any shares of Preferred Stock hereunder and the applicable Subsequent Capital Contribution for any Subsequent Closing shall not, together with the Initial Capital Contribution and the aggregate Subsequent Capital Contributions at all prior Subsequent Closings, exceed the Maximum Commitment; and provided further that there shall exist no further obligations to make any 5 Subsequent Capital Contributions under this Section 1D paragraph after the dissolution of the LLC, other than any obligations relating to Subsequent Closings which have occurred prior to such dissolution. At each Subsequent Closing, subject to the terms and conditions hereof, the purchase price for each share of Preferred Stock shall be $1,000 per share and for each share of Common Stock shall be $1,000 per share (as each proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) and the LLC shall deliver to the Company a check, or wire transfer of immediately available funds to an account designated by the Company, in an aggregate amount equal to the applicable Subsequent Capital Contribution; provided that in the event the Exercising Holders (as defined in the LLC Agreement) have elected the remedy set forth in paragraph 5.1(b)(i)(C) of the LLC Agreement, the LLC shall have no obligation to pay to the Company the portion of any Subsequent Contribution constituting Related Contributions (as defined in the LLC Agreement). If at any time after the date hereof the LLC makes any contributions to the capital of the Company without the issuance of additional shares of the Company's stock and the Company shall deliver amount of such capital contributions exceed the LLC's then-outstanding unpaid obligations (if any) to make the LLC stock certificates evidencing the Preferred Stock and/or Common Stock Initial Contribution and all Subsequent Contributions required to be purchased made with respect to Subsequent Closings occurring prior to such time (the amount of any such excess, an "Excess Contribution"), then such Excess Contribution shall be credited dollar for dollar against the LLC's obligation to make Subsequent Contributions at Subsequent Closings occurring after the applicable Subsequent Capital date of such Excess Contribution.

The Subsequent Closings. Each of the subsequent closings hereunder At least two (the "Subsequent Closings"2) shall, subject to the terms and conditions set forth below, occur at a Business Days (or such lesser time and place determined as may be agreed by the Company's Board of Directors (the "Board"Purchasers in their reasonable discretion) and set forth in a written notice (the "Subsequent Closing Notice") at least 30 days prior to the applicable Subsequent Closing from either: each funding date (i) the Board on behalf of the Company sent to the LLC and to each Person holding an interest in the profitseach, losses, and distributions of the LLC (collectively, the a "Unitholders") or (ii) the holders of a majority of the Frontenac Equity on behalf of the LLC sent to the Board and to each Unitholder. Such notice shall set forth the aggregate number of Common Stock and Preferred Stock to be purchased by the LLC and the aggregate purchase price thereof at such Subsequent Closing (the "Subsequent Capital ContributionDrawDown Date"); provided that the LLC shall have purchased all of the shares of Common Stock authorized under Section 1A prior to purchasing any shares of Preferred Stock hereunder and the applicable Subsequent Capital Contribution for any Subsequent Closing shall not, together with the Initial Capital Contribution and the aggregate Subsequent Capital Contributions at all prior Subsequent Closings, exceed the Maximum Commitment; and provided further that there shall exist no further obligations to make any Subsequent Capital Contributions under this Section 1D after the dissolution of the LLC, other than any obligations relating to Subsequent Closings which have occurred prior to such dissolution. At each Subsequent Closing, subject to the terms and conditions hereof, the purchase price for each share of Preferred Stock shall be $1,000 per share and for each share of Common Stock shall be $1,000 per share (as each proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) and the LLC shall deliver to the Company a check, or wire transfer of immediately available funds to an account designated by the Company, in an aggregate amount equal to the applicable Subsequent Capital Contribution, and the Company shall deliver to the LLC stock certificates evidencing Purchasers a written request (the Preferred Stock and/or Common Stock "Request Letter") stating (i) the amount of the Advance to be purchased at funded by the applicable Subsequent Capital ContributionPurchasers on such DrawDown Date; provided, however, that in no event shall any Advance (A) be less than $1,000,000 or (B) cause the principal amount of the Note to exceed the Total Commitment, and (ii) the bank account designated by the Company for the wire transfer of such Advance; provided, however, notwithstanding anything to the contrary in this Section 3.2, the Purchasers shall in no way be obligated to make an Advance after March 15, 2001. On each DrawDown Date, the Company shall deliver or cause to be delivered to the Purchasers a certificate signed by an officer of the Company to the effect that, both before and immediately after the consummation of such Advance and the other transactions contemplated to take place on such DrawDown Date, (i) no Event of Default shall have occurred and be continuing under the Note and (ii) the representations and warranties made by the Company in the Financing Documents are true and correct in all material respects. On each DrawDown Date, the Purchasers shall deliver or cause to be delivered to the Company: an updated Schedule 1 to the Note reflecting each Advance, the allocation of each Advance among the Purchasers and any other adjustments thereto; an updated Schedule 1 to the Warrant reflecting each Advance, the allocation of each Advance among the Purchasers, the adjustments to the number of the Warrant Shares and any other adjustments thereto; and by wire transfer of immediately available funds, such Advance requested by the Company to such bank account as the Company designated in the Request Letter. The Note does not constitute a revolving loan and any amounts repaid or prepaid under the Note may not be reborrowed. The obligations of the Purchasers hereunder are joint and several.

The Subsequent Closings. Each of the subsequent closings hereunder (the "Subsequent Closings") shall, subject to the terms and conditions set forth below, occur at a time and place determined by the Company's Board of Directors (the "Board") and set forth in a written notice (the "Subsequent Closing Notice") at least 30 days prior to the applicable Subsequent Closing from either: (i) the Board on behalf of the Company sent to the LLC and to each Person holding an interest in the profits, losses, and distributions of the LLC (collectively, the "Unitholders") or (ii) the holders of a majority of the Frontenac Equity on behalf of the LLC sent to the Board and to each Unitholder. Such notice shall set forth the aggregate number of Common Stock and Preferred Stock to be purchased by the LLC and the aggregate purchase price thereof at such Subsequent Closing (the "Subsequent Capital Contribution"); provided that the LLC shall have purchased all of the shares of Common Stock authorized under Section 1A prior to purchasing any shares of Preferred Stock hereunder and the applicable Subsequent Capital Contribution for any Subsequent Closing shall not, together with the Initial Capital Contribution and Contribution, the aggregate Subsequent Capital Contributions at all prior Subsequent ClosingsClosings and the aggregate capital contributions made pursuant to the SI Telecom Stock Purchase Agreement, exceed the Maximum Commitment; and provided further that there shall exist no further obligations to make any Subsequent Capital Contributions under this Section 1D after the dissolution of the LLC, other than any obligations relating to Subsequent Closings which have occurred prior to such dissolution. At each Subsequent Closing, subject to the terms and conditions hereof, the purchase price for each share of Preferred Stock shall be $1,000 per share and for each share of Common Stock shall be $1,000 per share (as each proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) and the LLC shall deliver to the Company a check, or wire transfer of immediately available funds to an account designated by the Company, in an aggregate amount equal to the applicable Subsequent Capital Contribution, and the Company shall deliver to the LLC stock certificates evidencing the Preferred Stock and/or Common Stock to be purchased at the applicable Subsequent Capital Contribution.

The Subsequent Closings. Each of the subsequent closings hereunder At least two (the "Subsequent Closings"2) shall, subject to the terms and conditions set forth below, occur at a Business Days (or such lesser time and place determined as may be agreed by the Company's Board of Directors (the "Board"Purchasers in their reasonable discretion) and set forth in a written notice (the "Subsequent Closing Notice") at least 30 days prior to the applicable Subsequent Closing from either: each funding date (i) the Board on behalf of the Company sent to the LLC and to each Person holding an interest in the profitseach, losses, and distributions of the LLC (collectively, the a "Unitholders") or (ii) the holders of a majority of the Frontenac Equity on behalf of the LLC sent to the Board and to each Unitholder. Such notice shall set forth the aggregate number of Common Stock and Preferred Stock to be purchased by the LLC and the aggregate purchase price thereof at such Subsequent Closing (the "Subsequent Capital ContributionDrawDown Date"); provided that the LLC shall have purchased all of the shares of Common Stock authorized under Section 1A prior to purchasing any shares of Preferred Stock hereunder and the applicable Subsequent Capital Contribution for any Subsequent Closing shall not, together with the Initial Capital Contribution and the aggregate Subsequent Capital Contributions at all prior Subsequent Closings, exceed the Maximum Commitment; and provided further that there shall exist no further obligations to make any Subsequent Capital Contributions under this Section 1D after the dissolution of the LLC, other than any obligations relating to Subsequent Closings which have occurred prior to such dissolution. At each Subsequent Closing, subject to the terms and conditions hereof, the purchase price for each share of Preferred Stock shall be $1,000 per share and for each share of Common Stock shall be $1,000 per share (as each proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) and the LLC shall deliver to the Company a check, or wire transfer of immediately available funds to an account designated by the Company, in an aggregate amount equal to the applicable Subsequent Capital Contribution, and the Company shall deliver to the LLC stock certificates evidencing Purchasers a written request (the Preferred Stock and/or Common Stock "Request Letter") stating (i) the amount of the Advance to be purchased at funded by the applicable Subsequent Capital ContributionPurchasers on such DrawDown Date; provided, however, that in no event shall any Advance (A) be less than $1,500,000 or (B) cause the principal amount of the Note to exceed the Total Commitment, and (ii) the bank account designated by the Company for the wire transfer of such Advance; provided, however, notwithstanding anything to the contrary in this Section 3.2, the Purchasers shall in no way be obligated to make an Advance after March 28, 2001. On each DrawDown Date, the Company shall deliver or cause to be delivered to the Purchasers a certificate signed by an officer of the Company to the effect that, both before and immediately after the consummation of such Advance and the other transactions contemplated to take place on such DrawDown Date, (i) no Event of Default shall have occurred and be continuing under the Note and (ii) the representations and warranties made by the Company in the Financing Documents are true and correct in all material respects. On each DrawDown Date, the Purchasers shall deliver or cause to be delivered to the Company: an updated Schedule 1 to the Note reflecting each Advance, the allocation of each Advance among the Purchasers and any other adjustments thereto; an updated Schedule 1 to the Warrant reflecting each Advance, the allocation of each Advance among the Purchasers, the adjustments to the number of the Warrant Shares and any other adjustments thereto; and by wire transfer of immediately available funds, such Advance requested by the Company to such bank account as the Company designated in the Request Letter. The Note does not constitute a revolving loan and any amounts repaid or prepaid under the Note may not be reborrowed. The obligations of the Purchasers hereunder are joint and several.

The Subsequent Closings. Each of the subsequent closings hereunder (the "Subsequent Closings") shall, subject to the terms and conditions set forth below, occur at a time and place determined by the Company's Board of Directors (the "Board") and set forth in a written notice (the "Subsequent Closing Notice") at least 30 days prior to the applicable Subsequent Closing from either: (i) the Board on behalf of the Company sent to the LLC and to each Person holding an interest in the profits, losses, and distributions of the LLC (collectively, the "Unitholders") or (ii) the holders of a majority of the Frontenac Equity on behalf of the LLC sent to the Board and to each Unitholder. Such notice shall set forth the aggregate number of Common Stock and Preferred Stock to be purchased by the LLC and the aggregate purchase price thereof at such Subsequent Closing (the "Subsequent Capital Contribution"); provided that that, except as set forth in Section 1A, the LLC shall have purchased all of the shares of Common Stock authorized under Section 1A prior to purchasing any shares of Preferred Stock hereunder and the applicable Subsequent Capital Contribution for any Subsequent Closing shall not, together with the Initial Capital Contribution and Contribution, the aggregate Subsequent Capital Contributions at all prior Subsequent ClosingsClosings and the aggregate capital contributions made pursuant to the SI Telecom Stock Purchase Agreement, exceed the Maximum Commitment; and provided further that there shall exist no further obligations to make any Subsequent Capital Contributions under this Section 1D after the dissolution of the LLC, other than any obligations relating to Subsequent Closings which have occurred prior to such dissolution. At each Subsequent Closing, subject to the terms and conditions hereof, the purchase price for each share of Preferred Stock shall be $1,000 per share and for each share of Common Stock shall be $1,000 0.50 per share (as each is proportionately adjusted for all subsequent stock splits, stock dividends and other recapitalizations) ), and the LLC shall deliver to the Company a check, check or wire transfer of immediately available funds to an account designated by the CompanyCompany or, in the event that the LLC exercises the Exchange Option, shall assign and deliver to the Company for cancellation the Notes as specified in the Exchange Notice, in each case, in an aggregate amount (based on face value of all principal of the Notes and accrued and unpaid interest thereon, if the LLC exercises the Exchange Option) equal to the applicable Subsequent Capital Contribution, and the Company shall deliver to the LLC stock certificates evidencing the Preferred Stock and/or Common Stock to be purchased at the applicable Subsequent Capital ContributionContribution and, in the event that less than all principal and interest of a Note is called for exchange in the Exchange Notice, then the Company shall issue a new Note that evidences the unpaid principal and interest of such Note that has not been called for exchange (or shall pay the balance due in cash).