Common use of Additional Closing Clause in Contracts

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Note with a principal amount equal to such Purchaser’s Additional Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date; ii. an ink-original Additional Warrant registered in the name of such Purchaser to purchase the number shares of Common Stock as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Warrant on or prior to the Additional Closing Date; iii. the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; iv. a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; v. a certificate, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Note and the Additional Warrants as set forth on the signature page hereto executed by such Purchaser.

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Note with a principal amount equal to such Purchaser’s Additional Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date; ii. an ink-original Additional Warrant registered in the name of such Purchaser to purchase the number shares of Common Stock as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Warrant on or prior to the Additional Closing Date; iii. the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; iviii. a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; v. iv. a certificate, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board of Directors of the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. v. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Note and the Additional Warrants as set forth on the signature page hereto executed by such Purchaser.

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Note with a principal amount equal to such Purchaser’s Additional Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date; ii. an ink-original Additional Warrant registered in the name of such Purchaser to purchase the number shares of Common Stock Ordinary Shares as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Warrant on or prior to the Additional Closing Date; iii. the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; iv. a legal opinion opinions of Company CounselU.S. Counsel and Company Cayman Counsel (with respect to the Company and each of the Subsidiary Guarantors), directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; v. a certificatecertificates, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board boards of Directors directors of the CompanyCompany and each of the Subsidiary Guarantors, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s certificate or articles constitutional documents of incorporation the Company and bylaws each of the Subsidiary Guarantors and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the CompanyCompany and each of the Subsidiary Guarantors; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Note and the Additional Warrants as set forth on the signature page hereto executed by such Purchaser.

Additional Closing. (iThe obligation of Buyer to purchase Additional RCGI Notes from RCGI or to take the actions specified in Section 1(b) On at any Additional Closing is subject to the satisfaction, at or prior to the Additional Closing Date, of each of the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Note with a principal amount equal to such Purchaser’s Additional Note Principal Amount, registered in the name of such Purchaserfollowing conditions, provided that such ink-original Additional Note these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing RCGI with prior written notice thereof: (i) The Exchange Closing shall have occurred. (ii) The Board of RCGI shall have adopted, and not rescinded or otherwise amended or modified, the Resolutions. (iii) RCGI shall have executed and delivered promptly after to Buyer the Additional RCGI Notes being purchased by Buyer at such Additional Closing Closing. (iv) RCGI shall have delivered to Buyer a certificate evidencing the good standing of RCGI and each Subsidiary in such entity's state or other jurisdiction of incorporation or organization issued by the Company, in which case the Company will provide an electronically signed version Secretary of the Additional Note on State (or prior to other applicable authority) of such state or jurisdiction of incorporation or organization as of a date within ten (10) days of the Additional Closing Date;. ii. an ink-original Additional Warrant registered in the name of such Purchaser (v) RCGI shall have delivered to purchase the number shares of Common Stock as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Warrant on or prior to the Additional Closing Date; iii. the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; iv. Buyer a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; v. a secretary's certificate, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying as to (A) the resolutions adopted Resolutions, (B) the Certificate of Incorporation, certified as of a date within ten (10) days of the Additional Closing Date, by the Board Secretary of Directors State of Delaware, (C) the CompanyBylaws of RCGI, approving (D) the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s certificate or articles of incorporation or other organizational documents of each of the Subsidiaries, each certified as of a date within ten (10) days of the Additional Closing Date, by the Secretary of State of the state of such entity's jurisdiction of incorporation or organization, and (E) the bylaws or other similar documents of each of the Subsidiaries, each as in effect at the Additional Closing. (vi) RCGI shall have complied with the requirements of Section 1(b) (including the Additional Note Issuance Amount Limitations) and certifying all of the Additional Sale Notice Election Conditions set forth in Section 1(d) shall have been satisfied at all times from the Exchange Closing Date until and including such Additional Closing Date. (vii) The representations and warranties of RCGI (including any exceptions thereto contained in the schedules hereto) shall be true and correct as of the date when made and as of such Additional Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such date), provided that such representations shall be true and correct as of such Additional Closing Date giving effect to the signatures and authority updates required by the last sentence of Persons signing this Agreement and paragraph (viii) so long as there is nothing disclosed in any such updates (or the other Transaction Documentsrepresentations as affected thereby) that could, individually or in the aggregate, have a Material Adverse Effect as applicabledetermined by Buyer, in its sole discretion, and related documents on behalf of RCGI shall have performed, satisfied and complied with the Company; and vicovenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by RCGI at or prior to such Additional Closing Date. Buyer shall have received a certificate, executed on behalf of by the Company by its Chief Executive Officer of RCGI, dated as of such Additional Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by Buyer, including an update as of such Additional Closing Date of the representations and related schedules contained in Sections 3(c), 3(f), 3(g), 3(h), 3(i), 3(n), 3(o), 3(p), 3(q), 3(s), 3(w), 3(z), and 3(bb). (viii) Buyer shall have received (A) the opinions of Baker & McKenzie and Thompson & Knight LLP (or its Chief Financial Officersuch other law firms ▇▇ ▇▇e r▇▇▇▇▇▇▇▇y acc▇▇▇▇▇▇▇ to ▇▇▇▇▇), dated as of the Additional Closing Date, certifying which opinions will collectively address, among other things, laws of the States of Delaware, New York and Texas (and any other states in which RCGI has properties or assets as of such Additional Closing Date) applicable to the fulfillment of transactions contemplated hereby and the conditions specified security interests provided pursuant to the Security Agreement, in Section 2.4(b)(iiform, scope and substance reasonably satisfactory to Buyer, and providing the opinions set forth in Exhibit 7(a)(xviii). (iiix) On or prior RCGI shall have made all filings under all applicable securities laws necessary to consummate the issuance of the Securities (including the Additional RCGI Notes) pursuant to this Agreement in compliance with such laws. (x) All conditions set forth in Section 7(a) shall have been satisfied and shall remain satisfied. (xi) As of each Additional Closing Date, each Purchaser RCGI shall deliver have delivered to Buyer the Pro Forma Balance Sheet and Pro Forma Cap Table required by Section 4(bb). (xii) No injunction or cause other court or governmental agency order shall be in effect that prohibits the transactions contemplated by this Agreement to be effected at such Additional Closing. (xiii) RCGI shall have paid to Buyer or its designee a transaction fee in an amount equal to 1.0% of the principal amount of the Additional RCGI Notes being purchased by Buyer at such Additional Closing (or, if it be paid to Buyer, such amount shall have been, if Buyer so requests, credited against the Additional Purchase Price payable hereunder to RCGI at such Additional Closing). (xiv) RCGI shall have delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to Buyer such Purchaser’s Subscription Amount with respect other documents relating to the Additional Note and the Additional Warrants transactions contemplated by this Agreement as set forth on the signature page hereto executed by such PurchaserBuyer or its counsel may reasonably request.

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Note Debenture with a principal amount equal to such Purchaser’s Additional Note Debenture Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing ; ii. the Security Agreement duly executed by the Company, in which case the Company will provide an electronically signed version along with all of the Additional Note on or prior to Security Documents, including the Additional Closing Date; ii. an ink-original Additional Warrant registered in Subsidiary Guarantee, duly executed by each Subsidiary Guarantor, the name of such Purchaser to purchase the number shares of Common Stock as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Warrant on or prior to the Additional Closing DatePledged Securities and corresponding stock powers; iii. the Company’s wire instructions, on Company letterhead and Registration Rights Agreement duly executed by the Chief Executive Officer or Chief Financial OfficerCompany; iv. a legal opinion of Company Counsel, directed to the Purchasers, substantially in form and substance reasonably acceptable satisfactory to the Purchasers; v. a certificate, executed on behalf of the Company and each of the Subsidiary Guarantors, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board of Directors of the Company for the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s ’s, certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Note and the Additional Warrants Debenture as set forth on the signature page hereto executed by such Purchaser; ii. the Security Documents duly executed by such ▇▇▇▇▇▇▇▇▇ and the Agent, as applicable; and iii. the Registration Rights Agreement duly executed by such Purchaser.

Additional Closing. If the full number of the authorized shares of Series A Preferred Stock and Warrants is not sold at the Initial Closing, one additional closing (the "Additional Closing", and the Additional Closing and the Initial Closing being referred to as a "Closing") may occur on any day on or prior to May 9, 2005 (or such later date as agreed to in writing by the Company and the Purchasers) for the sale of up to the balance of the authorized but unissued Series A Preferred Stock and Warrants to such persons as the Company may determine, so long as the sale of such securities at the Additional Closing is effected pursuant to the terms of this Agreement and at a price per share paid in cash, no less than the per share Purchase Price. The Additional Closing shall be effected in the manner set forth in Section 1.3. Any individual or entity purchasing securities at the Additional Closing (each, an "Additional Purchaser," and collectively "Additional Purchasers") shall execute a signature page to this Agreement and the Company shall update Exhibit A hereto to include each such Additional Purchaser, at which time each such Additional Purchasers shall be deemed to be a "Purchaser" hereunder for purposes of this Agreement and all other agreements contemplated hereby, and a "Holder" under the Rights Agreement (as defined in Section 2.1). At the Additional Closing, (i) On or prior the Company will deliver to the Additional Closing DatePurchasers the various certificates, instruments and documents referred to in Section 2.1(a) hereof, (ii) the Additional Purchasers will deliver to the Company the various certificates, instruments and documents referred to in Section 2.1(b) below, and (iii) the Company shall deliver or cause to be delivered to each Additional Purchaser the following: i. an ink-original Additional Note with a principal amount equal to such Purchaser’s Additional Note Principal Amount, share certificate and Warrant registered in such Additional Purchaser's name representing the name shares of such Purchaser, provided Series A Preferred Stock and Warrants that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case Purchaser is to receive from the Company will provide an electronically signed version of the Additional Note on or prior to at the Additional Closing Date; ii. an ink-original Additional Warrant registered in the name of such Purchaser to purchase the number shares of Common Stock as be set forth below opposite such Additional Purchaser’s signature block 's name on the signature pages hereto next updated Exhibit A hereto, against payment of the purchase price therefor by check or wire transfer to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing an account designated by the Company, in which case the Company will provide an electronically signed version of the Additional Warrant on or prior to the Additional Closing Date; iii. the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; iv. a legal opinion of Company Counsel, directed to the Purchasers, in form and substance reasonably other means acceptable to the Purchasers; v. a certificateCompany. The Initial Purchased Securities and the securities, executed on behalf of the Company and each of the Subsidiary Guarantorsif any, dated as of purchased at the Additional Closing DateClosing, certifying are referred to herein as the resolutions adopted by the Board of Directors of the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s certificate or articles of incorporation and bylaws and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii)"Purchased Securities. (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Note and the Additional Warrants as set forth on the signature page hereto executed by such Purchaser."

Additional Closing. (i) On or prior to the Additional Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following: i. an ink-original Additional Note with a principal amount equal to such Purchaser’s Additional Note Principal Amount, registered in the name of such Purchaser, provided that such ink-original Additional Note may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Note on or prior to the Additional Closing Date; ii. an ink-original Additional Warrant registered in the name of such Purchaser to purchase the number shares of Common Stock Ordinary Shares as set forth below such Purchaser’s signature block on the signature pages hereto next to the heading “Additional Warrant Shares”, provided that such ink-original Additional Warrant may be delivered promptly after such Additional Closing by the Company, in which case the Company will provide an electronically signed version of the Additional Warrant on or prior to the Additional Closing Date; iii. the Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer; iv. a legal opinion opinions of Company U.S. Counsel and Company Cayman Counsel, directed to the Purchasers, in form and substance reasonably acceptable to the Purchasers; v. a certificatecertificates, executed on behalf of the Company and each of the Subsidiary GuarantorsCompany, dated as of the Additional Closing Date, certifying the resolutions adopted by the Board boards of Directors directors of the Company, approving the transactions contemplated by this Agreement and the other Transaction Documents, as applicable, certifying the current versions of the Company’s certificate or articles constitutional documents of incorporation and bylaws the Company and certifying as to the signatures and authority of Persons signing this Agreement and the other Transaction Documents, as applicable, and related documents on behalf of the Company; and vi. a certificate, executed on behalf of the Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Additional Closing Date, certifying to the fulfillment of the conditions specified in Section 2.4(b)(ii2.5(c)(ii). (ii) On or prior to the Additional Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, as applicable, the following: i. immediately available funds, via wire transfer, equal to such Purchaser’s Subscription Amount with respect to the Additional Note and the Additional Warrants as set forth on the signature page hereto executed by such Purchaser.