Common use of Third Closing Clause in Contracts

Third Closing. At any time sixty one (61) to One Hundred (100) days following the Second Closing Date, subject to the mutual agreement of the Buyer and the Company, for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company may deliver to the Buyer the following: (i) the Third Debenture; (ii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g) hereof, if necessary; and (iii) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedule 3(c) to reflect the Company’s capitalization as of the Third Closing Date; and (iv) a legal opinion of counsel to the Company, substantially in the form of Exhibit E hereto, provided, that if the legal opinion delivered on the Signing Closing Date is a blanket opinion covering Shares to be issued upon conversion of the Second Debenture, then a separate legal opinion need not be issued on the Second Closing Date, and (B) the Buyer shall deliver to the Company the following: One Hundred Twelve Thousand Five Hundred and 00/100 Dollars ($112,500.00) (the “Third Purchase Price”).

Third Closing. At any time Approximately sixty one (61) to One Hundred (100) days following the Second Closing Date, subject to the on a date determined upon mutual agreement of the Buyer and the Company, Company for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company may shall deliver to the Buyer the following: (i) the Third Debenture; (ii) the Company Legal Opinion dated as of the Third Closing Date, provided that a Company Legal Opinion need not be delivered at the Third Closing Date if the Company has previously delivered to the Buyer a “blanket” legal opinion covering the Debentures to be issued at the Third Closing Date and the Company has not been notified by its counsel that such opinion has been withdrawn or modified; (iii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g4(h) hereof, if necessary; and (iiiiv) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedule 3(c) 3.1 to reflect the Company’s capitalization as of the Third Closing Date; and (iv) a legal opinion of counsel to the Company, substantially in the form of Exhibit E hereto, provided, that if the legal opinion delivered on the Signing Closing Date is a blanket opinion covering Shares to be issued upon conversion of the Second Debenture, then a separate legal opinion need not be issued on the Second Closing Date, and (B) the Buyer shall deliver to the Company the following: One Hundred Twelve Thousand Five Hundred and 00/100 Dollars ($112,500.00) 112,500 (the “Third Purchase Price”).

Third Closing. At any time sixty one (61) to One Hundred (100) days following the Second Closing Date, subject to the on a date determined upon mutual agreement of the Buyer and the Company, Company for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company may deliver to the Buyer the following: (i) the Third Debenture; (ii) the Company Legal Opinion dated as of the Third Closing Date, provided that a Company Legal Opinion need not be delivered at the Third Closing Date if the Company has previously delivered to the Buyer a “blanket” legal opinion covering the Debentures to be issued at the Third Closing Date and the Company has not been notified by its counsel that such opinion has been withdrawn or modified; (iii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g4(h) hereof, if necessary; and (iiiiv) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedule 3(c) to reflect the Company’s capitalization as of the Third Closing Date; and (iv) a legal opinion of counsel to the Company, substantially in the form of Exhibit E hereto, provided, that if the legal opinion delivered on the Signing Closing Date is a blanket opinion covering Shares to be issued upon conversion of the Second Debenture, then a separate legal opinion need not be issued on the Second Closing Date, and (B) the Buyer shall deliver to the Company the following: One Hundred Twelve Thousand Five Hundred and 00/100 Dollars ($112,500.00) 112,500 (the “Third Purchase Price”).

Third Closing. At any time sixty one (61) to One Hundred (100) days following the Second Closing Date, subject to the on a date determined upon mutual agreement of the Buyer and the Company, Company for the “Third Closing Date” and subject to satisfaction of the conditions set forth in Sections 7 and 8, (A) the Company may deliver to the Buyer the following: (i) the Third Debenture; (ii) the Company Legal Opinion dated as of the Third Closing Date, provided that a Company Legal Opinion need not be delivered at the Third Closing Date if the Company has previously delivered to the Buyer a “blanket” legal opinion covering the Debentures to be issued at the Third Closing Date and the Company has not been notified by its counsel that such opinion has been withdrawn or modified; (iii) an amendment to the Transfer Agent Instruction Letter instructing the Transfer Agent to reserve that number of shares of Common Stock as is required under Section 4(g4(h) hereof, if necessary; and (iiiiv) an officer’s certificate of the Company confirming, as of the Third Closing Date, the accuracy of the Company’s representations and warranties contained herein and updating Schedule 3(c) 3.1 to reflect the Company’s capitalization as of the Third Closing Date; and (iv) a legal opinion of counsel to the Company, substantially in the form of Exhibit E hereto, provided, that if the legal opinion delivered on the Signing Closing Date is a blanket opinion covering Shares to be issued upon conversion of the Second Debenture, then a separate legal opinion need not be issued on the Second Closing Date, and (B) the Buyer shall deliver to the Company the following: One Hundred Twelve Thousand Five Hundred and 00/100 Dollars ($112,500.00) 90,000 (the “Third Purchase Price”).