Common use of Subsequent Closings Clause in Contracts

Subsequent Closings. At any time on or before April 30, 2000, the Company may sell, in one or more closings, any or all of the Shares not sold at the First Closing hereunder to such purchasers as may be approved by the Board of Directors of the Company (the "Subsequent Purchasers"). At each Subsequent Closing, (i) each Subsequent Purchaser shall execute a counterpart signature page hereto whereupon such Subsequent Purchaser shall become a "Purchaser" hereunder and the Shares purchased by such Subsequent Purchaser shall be deemed to be Shares hereunder and (ii) each Subsequent Purchaser shall execute a counterpart signature page to the Investor Rights Agreement (as defined below), whereupon such Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares of Series C Preferred Stock held by such Subsequent Purchaser shall be deemed "Shares" thereunder. All such sales shall be made on the terms and conditions of this Agreement, including satisfaction of the closing conditions set forth in Section 5.1 and the Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereof. Notwithstanding the foregoing, the Company shall be under no obligation to update or supplement its representations and warranties set forth in Section 3 hereof or the Schedule of Exceptions in connection with any such Subsequent Closing nor to deliver the legal opinion as provided in section 5.1(i) hereof.

Subsequent Closings. At any time on or before April 30after the Initial Closing until December 1, 2000, the Company may sellrequest each Purchaser to purchase additional Shares, subject to the Purchaser Share Limit, on the same terms and conditions as in one or more closings, any or all of the Shares not sold at the First Initial Closing hereunder (each such closing is hereinafter referred to such purchasers as may be approved by the Board of Directors of the Company (the a "Subsequent PurchasersClosing," and together with the Initial Closing, a "Closing"). At The Company shall give written notice to each Subsequent Closing, (i) each Subsequent Purchaser shall execute a counterpart signature page hereto whereupon such Subsequent Purchaser shall become a "Purchaser" hereunder and setting forth the number of additional Shares to be purchased by such Purchaser in such Subsequent Purchaser Closing (which number shall be deemed represent such Purchaser's pro rata share of the total number of Shares to be Shares hereunder and (ii) each Subsequent Purchaser shall execute a counterpart signature page to the Investor Rights Agreement (as defined below), whereupon purchased by all Purchasers in such Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares of Series C Preferred Stock held by such Subsequent Purchaser shall be deemed "Shares" thereunder. All such sales shall be made on the terms and conditions of this Agreement, including satisfaction of the closing conditions set forth in Section 5.1 and the Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereofClosing). Notwithstanding the foregoing, Crescendo III, L.P. shall be entitled, in its sole discretion, to purchase any or all of Crescendo World Fund, LLC's and/or Eagle Ventures WF, LLC's pro rata share of the total number of Shares to be purchased by all Purchasers in such Subsequent Closing, by giving written notice of such intent to the Company and all other Purchasers no later than the fifth business day following the delivery of the Company's notice to the Purchasers. Each Subsequent Closing shall be held at such place as may be mutually agreeable to the Company and the Purchasers, on the tenth business day following the delivery of the Company's notice to the Purchasers, or on such other date as may be mutually agreeable to the Company and the Purchasers (each such date, a "Subsequent Closing Date," and together with the Initial Closing Date, a "Closing Date"). If the Purchasers have not purchased all of the Shares set forth on Exhibit A by December 1, 2000, the Company shall be under no obligation to update or supplement its representations sell, and warranties set forth the Purchasers shall purchase, all of the remaining Shares in Section 3 hereof or the Schedule of Exceptions in connection with any such a Subsequent Closing nor to deliver the legal opinion as provided in section 5.1(i) hereofon that date.

Subsequent Closings. At any time on or before April 30, 2000, the The Company may sell, in one or more closingssubsequent closings (each, any a “Subsequent Closing”) on or all before November 15, 2005, unless extended upon agreement between the Company and the Placement Agent, an additional number (which number of Shares shall not exceed, when combined with the Shares not sold at the First Closing hereunder Initial Closing, 28,402,777 Shares in the aggregate) of authorized but unissued shares of Common Stock to such subsequent purchasers (each, a “Subsequent Purchaser”) as may be approved by the Board of Directors of the Company may approve at the same price per Share as the Shares purchased and sold at the Initial Closing (each, a “Subsequent Closing” and, together with the "Subsequent Purchasers"Initial Closing, a “Closing”). At Any such sales and purchase shall be made upon the same terms and conditions as those contained herein. As a condition to the Closings hereunder, the Company, each Purchaser and, upon the execution of an appropriate counterpart signature page, the form of which shall be provided to each such Subsequent Purchaser, each Subsequent Purchaser shall enter into the Registration Rights Agreement and shall have the rights and obligations thereunder. Following each Subsequent Closing, (i) each any Subsequent Purchaser shall execute a counterpart signature page hereto whereupon such Subsequent Purchaser shall become a "Purchaser" purchasing Shares hereunder and the Shares purchased by such Subsequent Purchaser shall be deemed to be Shares a Purchaser hereunder and (ii) each Subsequent the name of such Purchaser shall execute a counterpart signature page to the Investor Rights Agreement (as defined below), whereupon such Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares number of Series C Preferred Stock held Shares purchased by such Subsequent Purchaser shall be deemed "Shares" thereunder. All such sales shall be made included on the terms and conditions of this Agreement, including satisfaction of the closing conditions set forth in Section 5.1 and the Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereof. Notwithstanding the foregoing, the Company shall be under no obligation to update or supplement its representations and warranties set forth in Section 3 hereof or the Schedule of Exceptions in connection with any such Subsequent Closing nor to deliver the legal opinion Purchasers attached as provided in section 5.1(i) hereofSchedule 1 hereto.

Subsequent Closings. At any time on or before April 30August 31, 20001999, the Company may sell, in one or more closings, any or all of the Shares not sold at the First Closing hereunder to such purchasers as may be approved by the Board of Directors of the Company (the "Subsequent Purchasers"). At each Subsequent Closing, (i) each Subsequent Purchaser shall execute a counterpart signature page hereto whereupon such Subsequent Purchaser shall become a "Purchaser" hereunder and the Shares purchased by such Subsequent Purchaser shall be deemed to be Shares hereunder and (ii) each Subsequent Purchaser shall execute a counterpart signature page to the Investor Rights Agreement (as defined below), whereupon such Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares of Series C B Preferred Stock held by such Subsequent Purchaser shall be deemed "Shares" thereunder. All such sales shall be made on the terms and conditions of this Agreement, including satisfaction of the closing conditions set forth in Section 5.1 and the Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereof. Notwithstanding the foregoing, the Company shall be under no obligation to update or supplement its representations and warranties set forth in Section 3 hereof or the Schedule of Exceptions in connection with any such Subsequent Closing nor to deliver the legal opinion as provided in section 5.1(i) hereofClosing.

Subsequent Closings. At any time on or before April 30Following the Initial Closing Date and until December 18, 20002012, the Company may sell, on the same terms and conditions as those contained in this Agreement, an additional principal amount of Debentures equal to the Maximum Amount less the amount sold to Purchasers in the Initial Closing, to one or more closingsPurchasers, any ROFR Purchasers and/or a new purchaser described from the list set forth on Schedule 2.1(b) (each such ROFR Purchaser or all other new purchaser, an “Additional Purchaser”); provided, however, that each Purchaser participating in the Initial Closing shall have the right to purchase up to its pro-rata share (based on the amounts of Debentures and Warrants that such Purchaser purchased at the Initial Closing) of the Shares portion of such Subsequent Closing not sold at subscribed to by a ROFR Purchaser. Each Additional Purchaser that subscribes to the First Subsequent Closing hereunder shall be required to such purchasers as may be approved become a party to this Agreement and the Registration Rights Agreement by the Board of Directors of the Company (the "Subsequent Purchasers"). At each Subsequent Closing, (i) each Subsequent Purchaser shall execute executing and delivering a counterpart signature page hereto whereupon such Subsequent Purchaser thereto, and shall become a "Purchaser" hereunder and the Shares purchased by such Subsequent Purchaser shall otherwise be deemed to be Shares hereunder and (ii) each Subsequent Purchaser shall execute a counterpart signature page to the Investor Rights Agreement (as defined below), whereupon such Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares of Series C Preferred Stock held by such Subsequent Purchaser shall be deemed "Shares" thereunder. All such sales shall be made on the terms and conditions “Purchaser” for purposes of this Agreement, including satisfaction . The Company shall provide Purchasers with at least 2 Trading Days’ notice (but not to exceed 4 Trading Days prior to the Subsequent Closing) of the closing conditions set forth in Section 5.1 and occurrence of the Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereof. Notwithstanding the foregoingClosing and, if a Purchaser wants to participate, it will provide the Company with at least one Trading Day notice of such participation. There shall only be under no obligation to update or supplement its representations and warranties set forth in Section 3 hereof or the Schedule of Exceptions in connection with any such one Subsequent Closing nor to deliver the legal opinion as provided in section 5.1(i) hereofClosing.

Subsequent Closings. At any time on or before April 30, 2000, the The Company may sell, at any time prior to 14 days after the Closing, in one or more closingsclosings (each, any or all of the a "Subsequent Closing"), up to 246,198 additional Shares not sold at the First Closing hereunder purchase price of $21.14 per share, to such purchasers (each, an "Additional Purchaser") as may be approved by the Board of Directors of the Company (the "Subsequent Purchasers")Company. At each Subsequent Closing, (i) the Company and each Subsequent Additional Purchaser shall execute and deliver a counterpart signature page hereto hereto, whereupon such Subsequent Additional Purchaser shall become a "Purchaser" hereunder and the Shares purchased by such Subsequent Additional Purchaser shall be deemed to be Shares hereunder "Shares" for purposes of this Agreement, and (ii) the Company shall cause Schedule I hereto to be amended to reflect the purchases made by the Additional Purchasers at each Subsequent Purchaser shall execute a counterpart signature page to the Investor Rights Agreement (as defined below), whereupon such Closing. At each Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares of Series C Preferred Stock held by such Subsequent Purchaser shall be deemed "Shares" thereunder. All such sales shall be made on the terms and conditions of this Agreement, including satisfaction of the closing conditions set forth in Section 5.1 and the Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereof. Notwithstanding the foregoingClosing, the Company shall be under no obligation deliver to update or supplement its representations and warranties set forth each Additional Purchaser a certificate for the number of Shares being purchased at the Subsequent Closing by such Additional Purchaser, registered in Section 3 hereof or the Schedule name of Exceptions such Additional Purchaser, against payment to the Company of the purchase price in connection with the manner specified above. The Company shall deliver to each Purchaser, within 15 days after any Subsequent Closing, written notice of such Subsequent Closing nor (which notice shall specify the names of each Additional Purchaser and the number of shares of Series E Preferred Stock issued to deliver the legal opinion as provided in section 5.1(i) hereofeach).

Subsequent Closings. At any time on or before April 30Following the Initial Closing Date and until December 14, 20002012, the Company may sell, on the same terms and conditions as those contained in this Agreement, an additional principal amount of Debentures equal to the Maximum Amount less the amount sold to Purchasers in the Initial Closing, to one or more closingsPurchasers, any ROFR Purchasers and/or a new purchaser described from the list set forth on Schedule 2.1(b) (each such ROFR Purchaser or all other new purchaser, an “Additional Purchaser”); provided, however, that each Purchaser participating in the Initial Closing shall have the right to purchase up to its pro-rata share (based on the amounts of Debentures and Warrants that such Purchaser purchased at the Initial Closing) of the Shares portion of such Subsequent Closing not sold at subscribed to by a ROFR Purchaser. Each Additional Purchaser that subscribes to the First Subsequent Closing hereunder shall be required to such purchasers as may be approved become a party to this Agreement and the Registration Rights Agreement by the Board of Directors of the Company (the "Subsequent Purchasers"). At each Subsequent Closing, (i) each Subsequent Purchaser shall execute executing and delivering a counterpart signature page hereto whereupon such Subsequent Purchaser thereto, and shall become a "Purchaser" hereunder and the Shares purchased by such Subsequent Purchaser shall otherwise be deemed to be Shares hereunder and (ii) each Subsequent Purchaser shall execute a counterpart signature page to the Investor Rights Agreement (as defined below), whereupon such Subsequent Purchaser shall become an "Investor" and "Holder" thereunder and the shares of Series C Preferred Stock held by such Subsequent Purchaser shall be deemed "Shares" thereunder. All such sales shall be made on the terms and conditions “Purchaser” for purposes of this Agreement, including satisfaction . The Company shall provide Purchasers with at least 2 Trading Days’ notice (but not to exceed 3 Trading Days prior to the Subsequent Closing) of the closing conditions set forth in Section 5.1 and occurrence of the Subsequent Purchasers' making of the representations and warranties set forth in Section 4 hereof. Notwithstanding the foregoingClosing and, if a Purchaser wants to participate, it will provide the Company with at least one Trading Day notice of such participation. There shall only be under no obligation to update or supplement its representations and warranties set forth in Section 3 hereof or the Schedule of Exceptions in connection with any such one Subsequent Closing nor to deliver the legal opinion as provided in section 5.1(i) hereofClosing.