Subsequent Sales of Shares. At any time on or before March 8, 2005, the Company may sell up to the balance of the authorized shares of Exchangeable Preferred Stock authorized for sale as set forth in Section 2.1 above that are not sold to the Investors at the Initial Closing (the "Additional Shares") to not more than three (3) institutional investors (the "Institutional Investors") each Owning more than four percent (4%) of the Common Stock outstanding on the date of this Agreement (as certified by such Institutional Investors in writing). All such sales shall be made on the terms and conditions set forth in this Agreement, and (i) the representations and warranties of the Company set forth in Section 3 hereof (and the Disclosure Schedule) shall speak as of the Initial Closing and the Company shall have no obligation to update any such disclosure, and (ii) the representations and warranties of the Institutional Investors in Section 4 hereof shall speak as of such Subsequent Closing. Not more than an aggregate of four hundred fifty-two thousand four hundred eighty-nine (452,489) Additional Shares of Exchangeable Preferred Stock may be sold to the Institutional Investors, and no Institutional Investor shall acquire more than the number of shares of Exchangeable Preferred Stock that results in such Institutional Investor Owning the same percentage of the Company's outstanding Common Stock (including, for purposes of this determination, all shares of Common Stock issuable upon exchange of the Exchangeable Preferred Stock) immediately after the Subsequent Closing (assuming, for purposes of this determination, the issuance of all shares of Exchangeable Preferred Stock authorized for sale pursuant to Section 2.1) as such Institutional Investor Owned on the date of this Agreement (as certified by such Institutional Investor in writing). The signature pages to this Agreement may be amended by the Company without the consent of the Investors to include any Institutional Investors upon the execution by such Institutional Investors of a counterpart signature page hereto. Any Shares sold pursuant to this Section 2.5 shall be deemed to be "Shares" for all purposes under this Agreement and any Institutional Investors shall be deemed to be "Investors" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the 120th day following the Closing, the Company may sell up to the balance of the authorized shares of Series B Preferred Stock not sold at the Closing to such persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by such Purchasers as set forth in Section 4. Any Shares of Series B Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the ninetieth (90th) day following the Closing, or at such later time as the Company and the holders of at least fifty-five percent (55%) of the Shares purchased at the Closing (pursuant to Section 2.1) may mutually agree, the Company may sell up to the balance of the authorized shares of Series A Preferred Stock not sold at the Closing to such persons as may be approved by the Company (the “Additional Purchasers”). All such sales made at any additional closings (each an “Additional Closing”), shall be made on the terms and conditions set forth in this Agreement, and the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Additional Closing. The Schedule of Purchasers may be amended by the Company without the consent of the Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any shares of Series A Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be “Shares” for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the 60th day following the closing of the Initial Units, the Company may sell up to the balance of the authorized Securities not sold at the closing of the Initial Units. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by such Purchasers as set forth in Section 5. Any Securities sold pursuant to this Section 3.3 shall be deemed to be "Securities" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before the 60th day following the Closing, the Company may sell up to the balance of the authorized shares of Series A Preferred Stock not sold at the Closing to such Persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including the representations and warranties set forth in Articles II and IV; PROVIDED, HOWEVER, that the purchase price per share shall be not less than the greater of (i) $25.50 and (ii) an amount equal to 1000% of the average closing sale price of the Common Stock on Nasdaq over the thirty trading days immediately preceding the closing of such sale; PROVIDED, FURTHER, that the Company may deliver a revised Disclosure Schedule to such additional purchasers, in which case the representations and warranties made by the Company to such additional purchasers shall be qualified by such revised Disclosure Schedule. Such sales shall be completed by delivery of (1) the required consideration, (2) a counterpart signature page to this Agreement, and (3) counterpart signature pages to any other agreements to which such subsequent purchaser is a party contemplated by this Agreement. Any shares of Series A Preferred Stock sold pursuant to this Section 1.4 shall be deemed to be "Purchased Shares" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement and the Schedule of Purchasers shall be amended to reflect such sales. The Company shall amend Schedule A to reflect such subsequent sales.
Subsequent Sales of Shares. At any time on or after the date hereof, the Company may sell up to the balance of the Shares not sold at the Closing of the Purchaser and upon such terms as may be approved by the Board of Directors of the Company.
Subsequent Sales of Shares. At any time on or before the 30th day following the Closing, the Company may sell up to the balance of the authorized shares of Series A Preferred Stock and Warrants not sold at the Closing to such persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by such Purchasers as set forth in Section 4. Any shares of Series A Preferred Stock and Warrants to purchase Series A Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" and "Warrants", respectively, for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement.
Subsequent Sales of Shares. At any time on or before thirty (30) days following the Initial Closing, the Company may sell up to the balance of the authorized shares of Series C Stock not sold at the Initial Closing to such persons and entities as may be approved by the Board of Directors of the Company; provided, that each Additional Investor shall be required to execute an addendum to this Agreement substantially in the form attached hereto as Exhibit C (the "Addendum"). All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties made by such Purchasers as set forth in Section 4. All shares sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement and any purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement. The subsequent closing of the sale and purchase of the Shares pursuant to this Section 2.3 (the "Subsequent Closing") shall take place at the offices of Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP, 0000 00/xx/ Xxxxxx, X.X., Xxxxxxxxxx, XX 00000 or at such other place as the Company and the Additional Investors may mutually agree.
Subsequent Sales of Shares. At any time on or before the 120th day following the Closing, the Company may sell up to the balance of the authorized shares of Series A Preferred Stock not sold at the Closing to such persons as may be approved by the Company (the "Additional Purchasers"). All such sales made at any additional closings (each an "Additional Closing"), (i) shall be made on the terms and conditions set forth in this Agreement, (ii) the representations and warranties of the Company set forth in Section 3 hereof (and the Schedule of Exceptions) shall speak as of the Closing and the Company shall have no obligation to update any such disclosure, and (iii) the representations and warranties of the Additional Purchasers in Section 4 hereof shall speak as of such Additional Closing. This Agreement, including without limitation, the Schedule of Purchasers, may be amended by the Company without the consent of Purchasers to include any Additional Purchasers approved by the Company and the holders of a majority of the Shares purchased at the Closing(s). Any shares of Series A Preferred Stock sold pursuant to this Section 2.3 shall be deemed to be "Shares" for all purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be "Purchasers" for all purposes under this Agreement. Within 75 days following the Closing, Xxxx Au and certain other investors, in the aggregate, shall have purchased at all the Closings hereunder at least 5,714,286 shares of Series A Preferred Stock.
Subsequent Sales of Shares. At any time on or before the 90th day following the First Closing, the Company may sell up to the balance of the authorized shares of Series E Preferred Stock and Warrants not sold at the First Closing to such persons as may be approved by the Board of Directors of the Company. All such sales shall be made on the terms and conditions set forth in this Agreement, including, without limitation, the representations and warranties by such Purchasers as set forth in Section 4. Any Shares of Series E Preferred Stock and Warrants sold pursuant to this Section 2.3 shall be deemed to be "SHARES" and "WARRANTS", respectively, for all purposes under this Agreement and any purchasers thereof shall be deemed to be "PURCHASERS" for all purposes under this Agreement.
