Common use of The Closings Clause in Contracts

The Closings. Provided that in each case the Company has not received a notice from PFC Therapeutics, LLC ("PFC") terminating the License Agreement (as defined in the First Purchase Agreement) pursuant to Article 10 thereof, (i) the purchase and sale of the G Shares shall occur at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0 Xxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 at 10:00 a.m., local time, on March 15, 2001 provided that the Company may postpone the First Closing for up to sixty days to comply with any condition to such Closing or at such other time and place as the parties shall mutually agree (the "First Closing") and (ii) the purchase and sale of the H Shares shall occur at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0 Xxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 at 10:00 a.m., local time, on September 15, 2001 or at such time and place as the parties shall mutually agree (the "Second Closing" and the First Closing and the Second Closing each a "Closing"); provided that the Company may postpone the First Closing for up to sixty days to comply with any condition to such Closing and further provided that in the event a delay in either Closing is necessary to permit compliance with any state or federal law, such Closing may be postponed until such compliance is obtained. At each Closing, the Company will deliver to the Buyer a certificate, registered in Buyer's name, representing the G Shares or H Shares, as applicable, to be purchased by the Buyer against payment of the purchase price thereof in lawful money of the United States of America by wire transfer or check payable to the Company.

The Closings. Provided that in each case the Company has not received a notice from PFC Therapeutics, LLC ("PFC"a) terminating the License Agreement (as defined in the First Purchase Agreement) pursuant to Article 10 thereof, (i) the purchase and sale The closing of the G sale and purchase of the Preferred Shares shall occur at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0 Xxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 at 10:00 a.m., local time, on March 15, 2001 provided that the Company may postpone the First Closing for up to sixty days to comply with any condition to such Closing or at such other time and place as the parties shall mutually agree under this Agreement (the "First Closing") and (ii) the purchase and sale of the H Shares shall occur take place at the offices of Hale xxx Dorr XXX, The Willxxx Xxxxxx Xxxxxxxx, 0000 Xxxxxxxxxxxx Xxxxxx, Xxxx & Xxxxxxxx LLPX.X., 0 Xxxx XxxxxXxxxxxxxxx, XxxxxxX.X. xx 9:00 a.m. on July 2, Xxxxxxxxxx 00000-0000 at 10:00 a.m.1999, local time, on September 15, 2001 or at such time other time, date and place as are mutually agreeable to the parties shall mutually agree Company and the Purchasers, but in no event later than July 31, 1999. The closing of the sale and purchase of the Common Share under this Agreement (the "Second Closing" ") shall take place at said offices of Hale xxx Dorr XXX at 9:00 a.m. two business days following the termination or expiration of waiting periods under the HSR Act (as defined herein), or at such other time, date and the First Closing and the Second Closing each a "Closing"); provided that place as are mutually agreeable to the Company may postpone the First Closing for up to sixty days to comply with any condition to such Closing and further provided that in the event a delay in either Closing is necessary to permit compliance with any state or federal law, such Closing may be postponed until such compliance is obtainedVulcan. At each Closing, the Company will shall deliver to each of the Buyer a certificatePurchasers or Vulcan, as the case may be, one or more certificates for the number of Shares being purchased at such Closing by such Purchaser, registered in Buyer's namethe name of such Purchaser, representing against payment to the G Shares Company of the Purchase Price, by wire transfer, check, cancellation of indebtedness or H Sharesother method acceptable to the Company. The dates of the Closings are hereinafter referred to as the "First Closing Date" and the "Second Closing Date". If at the Closings any of the conditions specified in Sections 5, 6, 7 or 8, as applicable, to be purchased by the Buyer against payment shall not have been fulfilled, each of the purchase price thereof in lawful money Purchasers shall, at his, her or its election, be relieved of the United States all of America his, her or its obligations under this Agreement without thereby waiving any other rights he, she or it may have by wire transfer reason of such failure or check payable to the Companysuch non-fulfillment.

The Closings. Provided that in each case Subject to the terms and conditions hereof and on the basis of the representations and warranties hereinafter set forth, the Company has not received agrees to issue and sell to you, and you agree to purchase from the Company, the Note or Notes at a notice from PFC Therapeutics, LLC ("PFC") terminating price of 100% of the License Agreement (as defined in the First Purchase Agreement) pursuant to Article 10 principal amount thereof, (i) together with the purchase and sale number of Warrants, as hereinafter defined, set forth opposite your name in Schedule I. Delivery of the G Shares shall occur respective Notes and Warrants to the Purchasers will be made at the offices of XxxxxxPatterson, Belknap, Xxxx & Xxxxxxxx Xxxxx LLP, 0 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 00000 at 10:00 a.m., local New York time, on March such date not later than September 15, 2001 provided that 1998 as may be mutually agreed to by the Company may postpone and the First Closing for up Purchasers against payment therefor in Federal Reserve funds current and immediately available in New York, New York to sixty days an account designated by the Company. Your commitment to comply with any condition to such Closing purchase a Note or at such other time and place as the parties Notes shall mutually agree (the "First Closing") and (ii) the purchase and sale of the H Shares shall occur at the offices of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0 Xxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 at 10:00 a.m., local time, expire on September 15, 2001 1998. One or at more Notes will be delivered to you registered in your name or in the name of such time nominee as may be specified in Schedule I hereto. The date agreed upon for delivery of Notes and place Warrants to the Purchasers shall be referred to as a "Closing Date", and in each instance the parties consummation of the purchase of Notes and Warrants by any Purchaser of Notes and Warrants pursuant hereto shall mutually agree (the "Second Closing" and the First Closing and the Second Closing each be referred to as a "Closing"); provided that . Concurrently with the Company may postpone the First Closing for up to sixty days to comply with any condition to such Closing execution and further provided that in the event a delay in either Closing is necessary to permit compliance with any state delivery of this Agreement or federal lawpromptly thereafter, such Closing may be postponed until such compliance is obtained. At each Closingbut not later than September 11, 1998, the Company will deliver to the Buyer is entering into a certificate, registered in Buyer's name, representing the G Shares or H Shares, as applicable, to be purchased by the Buyer against payment similar agreement with each of the purchase price thereof in lawful money other Purchasers. Your obligations and those of the United States other Purchasers shall be several and not joint and you shall not be liable or responsible for the acts or defaults of America by wire transfer or check payable to the Companyany other Purchaser.

The Closings. Provided that Subject to the fulfillment of the conditions precedent specified in each case Article V hereof (any or all of which may be waived in writing by the Company has not received a notice from PFC Therapeuticsrespective parties whose performance is conditioned upon satisfaction of such conditions precedent), LLC the consummation of ("PFC") terminating the License Agreement (as defined in the First Purchase Agreement) pursuant to Article 10 thereof, (ia) the purchase and sale of the G Shares shall occur at Common Stock pursuant to the offices Pro Rata Exercise and of Xxxxxx, Xxxx & Xxxxxxxx LLP, 0 Xxxx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000-0000 at 10:00 a.m., local time, on March 15, 2001 provided that the Company may postpone Bridge Notes pursuant to the First Closing for up to sixty days to comply with any condition to such Closing or at such other time and place as the parties shall mutually agree Bridge Funding (the "First Initial Closing") ), and (iib) if necessary, the purchase and sale of Common Stock pursuant to the H Shares Standby Commitment (the "Standby Commitment Closing"), shall occur be held at the offices of XxxxxxSkadden, Xxxx Arps, Slate, Meagher & Xxxxxxxx LLPFlom (Illinois) in Chicago, 0 Xxxx XxxxxIllinois, Xxxxxx, Xxxxxxxxxx 00000-0000 at 10:00 a.m., local time, on September 15, 2001 or at such time other placx xxx xime xx the Company and place as the parties Investors shall mutually agree after the satisfaction or waiver of all conditions precedent specified in Article V; provided that, subject to the fulfillment of the conditions precedent specified in Article V hereof (any or all of which may be waived in writing by the respective parties whose performance is conditioned upon satisfaction of such conditions precedent), (x) the Initial Closing shall take place on the Initial Closing Date and (y) the Standby Commitment Closing shall take place on a date not more than 3 business days after the date on which the Rights Offering Notice is delivered by the Company to the Investors pursuant to Section 4.9 hereof (such date and time being herein referred to as the "Second ClosingStandby Commitment Closing Date," and taken together with the First Initial Closing and Date, the Second "Closing each a "ClosingDates"); provided that the Company may postpone the First Closing for up to sixty days to comply with any condition to such Closing and further provided that in the event a delay in either Closing is necessary to permit compliance with any state or federal law, such Closing may be postponed until such compliance is obtained. At each Closing, the Company will deliver to the Buyer a certificate, registered in Buyer's name, representing the G Shares or H Shares, as applicable, to be purchased by the Buyer against payment of the purchase price thereof in lawful money of the United States of America by wire transfer or check payable to the Company.