Common use of Preclosing Clause in Contracts

Preclosing. Before August 3, 2000, the Company and each of the ---------- Investors whose names are set forth on Schedule 1 shall deliver to Fenwick & ---------- West LLP, counsel for the Company ("Fenwick & West"), at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, a signature page to this Amendment and the Agreement and such documents and instruments and undated stock certificates representing the Shares to be purchased issued in the name of the Investors as shall be necessary to satisfy the following conditions to the Closing: (a) Satisfaction or waiver of the conditions to the obligation of each Investor to purchase the Shares that are set forth in the following subsections of Section 4.1 of the Agreement: (a) (Representations and Warranties, which shall be true and complete at the preclosing, rather than the First Additional Closing and an updated Disclosure Schedule shall be delivered to the Investors at the preclosing); (b) (Performance, as to issuance of stock certificates as provided above); (d) (Regulatory Requirements, other than compliance with the HSR Act); (e) (Board of Directors); (f) (Certificate of Incorporation); (g) through (j) (Collateral Agreements); (l) (Confidentiality Agreements); and (m) (Proceedings and Documents); and (b) Satisfaction of the conditions to the obligation of the Company to issue and sell the Shares that are set forth in the following subsections of Section 4.2 of the Agreement: (a) (Representations and Warranties, which shall be true and complete at the preclosing, rather than the First Additional Closing); (b) (Performance, other than delivery of the Purchase Price); (c) (Regulatory Requirements, other than compliance with the HSR Act); (d) through (g) (Collateral Agreements); and (h) (Board of Directors). Since each of the Investors who will participate in the First Additional Closing is a party to the Agreement, the Investors' Rights Agreement and the Stockholders Agreement, only this Amendment need be executed in connection with the First Additional Closing and the Agreement and the Ancillary Agreements need not be re-executed. The preclosing of the First Additional Closing shall be held on August 4, 2000 at 9:00 a.m. at the offices of Fenwick & West, or at such other time, date or place as the Company and the Investors listed on Schedule 1 ---------- who are to purchase a majority of the Shares at the First Additional Closing shall agree.