TWO-PHASED CLOSING. There shall be two phases of closing, as set forth below.
TWO-PHASED CLOSING Sample Clauses
Related to TWO-PHASED CLOSING
Second Closing The Second Closing shall be for $750,000 of the aggregate Subscription Amount subscribed for by all Purchasers hereunder and shall occur within 5 Business Days of the date which is the latest of (i) the date the Company files its Annual Report for the year ended June 30, 2007 with the Commission, (ii) the date the Company files its Quarterly Report for the quarter ended September 30, 2007 with the Commission and (iii) the date the Company is otherwise current in its reporting obligations under the Exchange Act (and indicated compliance with such reporting obligations on the cover page of its most recent period report filed with the Commission), and in any event on or before March 15, 2008. . (a) On or before each Closing Date (except as noted), the Company shall deliver or cause to be delivered to each Purchaser the following: (i) as to the First Closing, this Agreement duly executed by the Company; (ii) a legal opinion of Company Counsel, in substantially the form of Exhibit D attached hereto; (iii) as to the First Closing, a Note with a principal amount equal to such Purchaser’s Subscription Amount for the First Closing as set forth on its signature page hereto, registered in the name of such Purchaser; (iv) as to the Second Closing, a Note with a principal amount equal to such Purchaser’s Subscription Amount for the Second Closing as set forth on its signature page hereto, registered in the name of such Purchaser; (v) as to the First Closing, a Warrant registered in the name of such Purchaser to purchase up to such Purchaser’s pro-rata share of 75,000 shares of Common Stock, with an exercise price equal to $_____1, subject to adjustment therein, it being understood that Warrants to purchase a total 1 110% of the closing price of the Common Stock on the Trading Day immediately prior to the date hereof. of 75,000 shares shall be issued at the First Closing; (vi) a certificate of the Secretary of the Company, dated as of the Closing Date, (w) certifying the resolutions adopted unanimously by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (x) certifying the current versions of the certificate or articles of incorporation, as amended and by-laws of the Company and its Subsidiaries, (y) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company and its Subsidiaries and (z) confirming that the representations and warranties of the Company contained herein are accurate in all material respects when made and on the applicable Closing Date; (vii) as to the First Closing, a certificate, evidencing a number of Shares equal to such Purchaser’s pro-rata portion of 2,000,000 shares of Common Stock (based on such Purchaser’s Subscription Amount hereunder and the aggregate Subscription Amount of all Purchasers hereunder), registered in the name of such Purchaser, it being understood that all 2,000,000 shares shall be issued at the First Closing; (viii) as to the Second Closing, the Mortgage, along with all of the other Security Documents, duly executed by the parties thereto and acknowledged where applicable; and (ix) as to the First Closing, the Subsidiary Guarantees, duly executed by the parties thereto and acknowledged where applicable. (b) On each Closing Date (except as noted), each Purchaser shall deliver or cause to be delivered to the Company the following: as to the First Closing, this Agreement duly executed by such Purchaser; and such Purchaser’s Subscription Amount for the applicable Closing by wire transfer to the account as specified in writing by the Company.
First Closing The First Closing shall have occurred.
