Common use of Conditions to Second Closing Clause in Contracts

Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date (as defined in Section 11.1(iv)), Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) compliance with the covenants and undertakings of the Company set forth in this Agreement, (iii) the non- occurrence of any default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Shares and Second Closing Warrants for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement, which must be effective as of the Second Closing Date.

Conditions to Second Closing. The occurrence of the Second ------------------------------- Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date (as defined in Section 11.1(iv))Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants and undertakings of the Company set forth in this Agreement, (iii) the non- non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Shares and Second Closing Warrants Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement, Statement which must be effective as of the Second Closing Date.

Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date (as defined in Section 11.1(iv))Date, Actual Effective Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance by the Company with the covenants and undertakings of the Company set forth in this Agreement, (iii) the non- non-occurrence of any Event of Default, as defined in the Certificate of Designation of the Rights and Preferences of the Series A 6% Convertible Preferred Stock ("Certificate of Designation") annexed hereto as Exhibit C, or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Shares and Second Closing Warrants Preferred Stock for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery on the Second Closing Date of the Second Closing Warrants (as defined in Section 3 of this Agreement) for which the Warrant Shares issuable upon exercise have been included in the Registration Statement, which must be effective as of the Second Closing Date.

Conditions to Second Closing. The occurrence of the Second Closing is expressly contingent on (i) the truth and accuracy, on the Effective Date (as defined in Section 11.1(iv))Date, Actual Effective Filing Date and the Second Closing Date of the representations and warranties of the Company and Subscriber contained in this Agreement, (ii) continued compliance with the covenants and undertakings of the Company set forth in this Agreement, (iii) the non- non-occurrence of any Event of Default (as defined in the Note) or other default by the Company of its obligations and undertakings contained in this Agreement, (iv) the delivery on the Second Closing Date of Second Closing Shares and Second Closing Warrants Notes for which the Company Shares issuable upon conversion have been included in the Registration Statement, which must be effective as of the Second Closing Date, and (v) the delivery of the Second Closing Warrants for which the Warrant Shares issuable upon exercise have been included in the Registration Statement, which must be effective as of . If the Second Closing Event is the Effectiveness Event, the Registration Statement must have been declared effective by the Commission within sixty days after the Effective Date. The exercise prices of the Warrants issuable on the Second Closing Date shall be adjusted to offset the effect of stock splits, stock dividends, pro rata distributions of property or equity interests to the Company's shareholders after the Initial Closing Date.