Common use of Offering Term Clause in Contracts

Offering Term. (a) The Company may sell to the Purchaser and Other Purchasers in the Offering all or a portion of the Common Shares subscribed for by them in accordance with the terms and conditions of this Subscription Agreement and Other Subscription Agreements. The Offering will terminate on December 31, 2014 (which may be extended by the Company up to March 31, 2015 if the closing under the Acquisition Agreement is so extended) or such earlier date that the Company notifies the Purchaser in writing that the Acquisition Agreement has been terminated (the “Expiration Date”). (b) The Company shall notify and confirm to the Purchaser in writing by delivery of a notice (the "Disbursement Notice") that a Disbursement Event (as defined below) has occurred and confirm all conditions to the Closing set forth in Article IV have been satisfied (or are anticipated to be satisfied at Closing) or waived, notice of the closing date of the Acquisition, and setting the Closing Date (as defined below) no earlier than 5 Business Days from the delivery of the Disbursement Notice. At the Closing (as defined below), the Purchaser shall deliver the Purchase Price to the Company by wire transfer of immediately available funds to the account designated in such notice by the Company and the Company shall effect the deliveries set forth in Section 1.2(c) below. The release of funds to the Company and the concurrent issuance of Contingent Shares to the Purchaser shall occur immediately prior to the closing of the Acquisition, and is referred to herein as the “Closing” and the date of such Closing is referred to herein as the “Closing Date.”

Offering Term. (a) The Company may sell to the Purchaser and Other Purchasers in the Offering all or a portion of the Common Shares subscribed for by them in accordance with the terms and conditions of this Subscription Agreement and Other Subscription Agreements. The Offering will terminate on December 31, 2014 (which may be extended by the Company up to March 31, 2015 if the closing under the Acquisition Agreement is so extended) or such earlier date that the Company notifies the Purchaser in writing that the Acquisition Agreement has been terminated (the “Expiration Date”). (b) The Company shall notify and confirm to the Purchaser in writing by delivery of a notice (the "Disbursement Notice") that a Disbursement Event (as defined below) has occurred and confirm all conditions to the Closing set forth in Article IV have been satisfied (or are anticipated to be satisfied at Closing) or waived, notice of the closing date of the Acquisition, and setting the Closing Date (as defined below) no earlier than 5 Business Days from the delivery of the Disbursement Notice. At the Closing (as defined below), the Purchaser shall deliver confirm the number of Preferred Shares held by Purchaser and shall pay the Purchase Price to by transfer the Company Exchange Shares and, if applicable, payment of any Cash Purchase Price by wire transfer of immediately available funds to the account designated in such notice by the Company as contemplated by Sections 1.1(a) and 1.2(d) and the Company shall effect the deliveries set forth in Section 1.2(c) below. To the extent the applicable, in the event of the payment of an Excess Redemption Amount, the Company shall by wire transfer of immediately available funds to an account designated by Purchaser effect payment of such amount to Purchaser at the Closing. The transfer of the Exchange Shares and release of funds to the Company and the concurrent issuance of Contingent Shares to the Purchaser shall occur immediately prior to the closing of the Acquisition, and is referred to herein as the “Closing” and the date of such Closing is referred to herein as the “Closing Date.”