Common use of Additional Closing Clause in Contracts

Additional Closing. (a) Subject to the conditions set forth in Section 2.3(b), the Company may require the Investor to purchase $1,000,000 of Additional Notes on the Additional Closing Date. The Company shall indicate its intent to sell the Additional Notes by delivery to the Investor of a written notice which may be delivered between March 15, 2005 and March 30, 2005, provided, that the Company may only deliver such written notice if, on the date of such delivery and on the closing date of such transaction, it is in compliance in all material respects with the terms and conditions of the Transaction Documents, no Event of Default shall exist under the Initial Notes, there is an effective Registration Statement covering the Underlying Shares and the Warrant Shares and the Company's Common Stock shall be have a closing sales price on its Trading Market of at least $0.40 per share for the ten (10) consecutive Trading Days immediately preceding the delivery of the written notice. Notwithstanding the foregoing, with the consent of the Investor, the Company may extend the period by which it may offer the Additional Notes to the Investor. The Company may only exercise the right to elect to require the purchase of Additional Notes on a single occasion, and there may not be more than a single Additional Closing. If the Company shall have timely delivered such notice, then subject to the satisfaction of the conditions set forth in Section 2.3(b), on the Additional Closing Date, the Company shall issue to the Investor the Additional Notes and Second Warrants for an aggregate purchase price equal to one million dollars ($1,000,000) (the "ADDITIONAL PURCHASE Price"). At the Additional Closing, the Company will deliver to the Purchaser: (1) the Additional Notes, in exactly the same form as the Initial Notes, except that the maturity date shall be one year from the Additional Closing Date, registered in the name of the Investor, in the aggregate principal amount of $1,300,000 (as indicated in the Company's notice to elect the sale and issuance of the Additional Notes), (2) the Second Warrants (equal to 100% of the number of shares into which the Additional Notes may be converted) and (3) a bring-down of the legal opinion of Company Counsel delivered on the Closing Date, addressed to the Investor. The Investor will, against delivery of its Additional Notes deliver to the Company, the Additional Purchase Price, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. The Additional Closing shall be take place no later than 5 Business Days following the date such notice is delivered or the Investor may reject the Company's request to purchase the Additional Notes.

Additional Closing. (a) Subject to the conditions set forth in Section 2.3(b2.4(b), the Company may require the Investor Purchaser to purchase up to $1,000,000 4,000,000 of Additional Notes Debentures and Additional Shares on the Additional Closing Date. The Company shall indicate its intent to sell the Additional Notes Debentures and the Additional Shares by delivery to the Investor Purchaser of a written notice which may be delivered between March 15, 2005 at any time prior to the expiration of the 15th month anniversary of the Execution Date and March 30, 2005indicating thereon the principal amount of Additional Debentures up to $4,000,000 that it intends to sell at the Additional Closing, provided, that the Company may only deliver such written notice if, on the date of such delivery and on the closing date of such transactiondelivery, it is in compliance in all material respects with the terms and conditions of the Transaction Documents, no Event of Default shall exist under the Initial NotesDebentures, there is an effective Registration Statement covering the Underlying Shares and the Warrant Shares and the Company's Common Stock shall be have a closing sales price on its Trading Market of at least $0.40 per share for the ten (10) consecutive Trading Days immediately preceding the delivery 4,000,000 of the written notice. Notwithstanding the foregoing, principal amount of Initial Debentures shall have been converted into Underlying Shares in accordance with the consent of the Investor, the Company may extend the period by which it may offer the Additional Notes to the Investorterms thereof. The Company may only exercise the right to elect to require the purchase of Additional Notes Debentures and Additional Shares on a single occasion, and there may not be more than a single Additional Closing. If the Company shall have timely delivered such notice, then subject to the satisfaction of the conditions set forth in Section 2.3(b2.4(b), on the Additional Closing Date, the Company shall issue to the Investor Purchaser the Additional Notes Debentures and Second Warrants the Additional Shares for an aggregate purchase price equal to one million dollars the principal amount of Additional Debentures specified in the Company's notice under this Section (up to $1,000,0004,000,000), less a loan commitment fee equal to (x) the product of $228,259 and the percentage of $4,000,000 of Debentures to be issued at the Additional Closing, less (y) $57,065 of the loan commitment fee paid in accordance with Section 2.3 (such net amount, the "ADDITIONAL PURCHASE Additional Purchase Price"). At the Additional Closing, the Company will deliver to the Purchaser: (1) the Additional Notes, in exactly the same form as the Initial Notes, except that the maturity date shall be one year from the Additional Closing DateDebentures, registered in the name of the InvestorPurchaser, in the aggregate principal amount of up to $1,300,000 4,000,000 (as indicated in the Company's notice to elect the sale and issuance of the Additional NotesDebentures), (2) a stock certificate (which shall contain no restrictive legends) registered in the Second Warrants (name of the Purchaser, evidencing a number of Additional Shares equal to 100% (x) the product of 80,091 and the percentage of $4,000,000 of Additional Debentures to be issued at the Additional Closing, less (y) 20,022 of the number of shares into which Initial Shares issued at the Additional Notes may be converted) Closing pursuant to Section 2.3(a), and (3) a bring-down of the legal opinion of Company Counsel delivered on the Closing Execution Date, addressed to the InvestorPurchaser. The Investor Purchaser will, against delivery of its Additional Notes Debentures and Additional Shares, deliver to the Company, the Additional Purchase Price, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. The Additional Closing shall be take place no later than 5 Business Days following the date such notice is delivered or the Investor may reject the Company's request to purchase the Additional Notes.

Additional Closing. (ai) Subject to The closing of the conditions set forth in Section 2.3(b)purchase and sale of the Remaining Shares contemplated hereby (the “Additional Closing”) shall take place at 9:00 a.m., the Company may require the Investor to purchase $1,000,000 of Additional Notes on the Additional Closing Date. The Company shall indicate its intent to sell the Additional Notes by delivery to the Investor of a written notice which may be delivered between March 15, 2005 and March 30, 2005, provided, that the Company may only deliver such written notice ifNew York City time, on the date of such delivery and on the closing date of such transaction, it is in compliance in all material respects with the terms and conditions of the Transaction Documents, no Event of Default shall exist under the Initial Notes, there is an effective Registration Statement covering the Underlying Shares and the Warrant Shares and the Company's Common Stock shall be have a closing sales price on its Trading Market of at least $0.40 per share for the ten third (103rd) consecutive Trading Days immediately preceding the delivery of the written notice. Notwithstanding the foregoing, with the consent of the Investor, the Company may extend the period by which it may offer the Additional Notes business day after satisfaction or (to the Investor. The Company may only exercise the right to elect to require the purchase of Additional Notes on a single occasion, and there may not be more than a single Additional Closing. If the Company shall have timely delivered such notice, then subject to the satisfaction extent permitted by applicable law) waiver of the conditions set forth in Section 2.3(b)3 (other than those that by their nature are to be satisfied or waived at the Additional Closing, on it being understood that the occurrence of the Additional Closing Dateshall remain subject to the satisfaction or waiver of such conditions at the Additional Closing), at the offices of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (or through electronic exchange of documents and signatures), unless another time, date or place is agreed to in writing by the Company and the Investor; provided, however, that in no event shall issue to the Investor the Additional Notes and Second Warrants for an aggregate purchase price equal Closing occur prior to one million dollars August 6, 2024. The date on which the Additional Closing actually occurs is referred to in this Purchase Agreement as the “Additional Closing Date.” ($1,000,000ii) (the "ADDITIONAL PURCHASE Price"). At the Additional Closing, (A) the Investor shall pay to the Company will deliver to the Purchaser: product of (1I) the Additional NotesPer Share Purchase Price, in exactly multiplied by (II) the same form as the Initial Notes, except that the maturity date shall be one year from the Additional Closing Date, registered in the name of aggregate number Remaining Shares purchased by the Investor, in the aggregate principal amount cash, by wire transfer of $1,300,000 (as indicated in the Company's notice immediately available funds to elect the sale and issuance an account of the Additional Notes), (2) the Second Warrants (equal to 100% of the number of shares into which the Additional Notes may be converted) and (3) a bring-down of the legal opinion of Company Counsel delivered on the Closing Date, addressed to the Investor. The Investor will, against delivery of its Additional Notes deliver to the Company, the Additional Purchase Price, in United States dollars in immediately available funds by wire transfer to an which account shall be designated in writing by the Company for such purpose. The Additional Closing shall be take place no later than 5 Business Days following the date such notice is delivered or to the Investor may reject no less than three (3) business days prior to the Closing, and (B) the Company shall issue the Remaining Shares to the Investor and subsequently cause the Remaining Shares to be registered in book entry form in the name of the Investor on the Company stock register with the Company's request to purchase the Additional Notes’s transfer agent.

Additional Closing. (a) Subject to the satisfaction (or waiver) of the Additional Notice Conditions (as defined below) and the conditions set forth in Section 2.3(bSections 6(b) and 7(b) below (the “Additional Closing Conditions”), at any time after the Company may require the Investor to purchase $1,000,000 of Additional Notes on the Additional Closing Date. The Company shall indicate its intent to sell the Additional Notes by delivery to the Investor of a written notice which may be delivered between March 15, 2005 and March 30, 2005, provided, that the Company may only deliver such written notice if, on the date of such delivery and on the closing date of such transaction, it is in compliance in all material respects with the terms and conditions of the Transaction Documents, no Event of Default shall exist under the Initial Notes, there is an effective Registration Statement covering the Underlying Shares and the Warrant Shares and the Company's Common Stock shall be have a closing sales price on its Trading Market of at least $0.40 per share for the ten (10) consecutive Trading Days immediately preceding the delivery of the written notice. Notwithstanding the foregoing, with the consent of the Investor, the Company may extend the period by which it may offer the Additional Notes to the Investor. The Company may only exercise the right to elect to require the purchase of Additional Notes on a single occasion, and there may not be more than a single Additional Closing. If the Company shall have timely delivered such notice, then subject to the satisfaction of the conditions set forth in Section 2.3(b), on the Additional Exchange Closing Date, the Company shall issue may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each, an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “Additional Closing Notice Date”) to the Investor Buyers, with a copy to the Additional Notes and Second Warrants for an aggregate purchase price equal to one million dollars Trustee, executed by the chief executive officer or chief financial officer of the Company, ($1,000,000A) (the "ADDITIONAL PURCHASE Price"). At the Additional Closing, certifying that the Company will deliver to the Purchaser: (1) the Additional Notes, in exactly the same form as the Initial Notes, except that the maturity date shall be one year from has satisfied the Additional Closing DateVolume Condition (as defined below), registered in the name Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the InvestorBuyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), in (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $1,300,000 (as indicated 25,000,000 in the Company's notice aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to elect be purchased by such Buyer (which, together with the sale and issuance aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the Additional Notesmaximum aggregate principal amount as set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers), (2C) setting forth the Second Warrants proposed Additional Closing Date (equal which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date as is mutually agreed to 100% of by the number of shares into which Company and each Buyer, each, an “Additional Closing Date,” and together with the Additional Notes may be convertedInitial Closing Date and the Exchange Closing Date, each, a “Closing Date”) and (3D) a bring-down attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice shall be irrevocable. For the avoidance of doubt, the legal opinion of Company Counsel delivered Buyers shall not be required to consummate any Additional Closing if on the Additional Closing Date, addressed to Date if the Investor. The Investor will, against delivery of its Additional Notes deliver to the CompanyClosing Volume Condition, the Additional Purchase PriceClosing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder shall terminate upon the first anniversary of the date hereof (or such earlier date as the Company shall determine, in United States dollars in immediately available funds its sole discretion, by wire transfer delivery of a written notice to an account designated in writing by the Company for such purpose. The Buyers) (the “Additional Closing shall be take place no later than 5 Business Days following the date such notice is delivered or the Investor may reject the Company's request to purchase the Additional NotesExpiration Date”).

Additional Closing. (a) Subject to At any time from and after March 15, 2004, either party may give the other written notice. Such notice shall, if sent by the Company, state the conditions precedent set forth in Section 2.3(b)5.3 have been satisfied or are capable of being satisfied at the Additional Closing or, if sent by the Investor, state that the conditions precedent set forth in Section 5.4 have been satisfied or are capable of being satisfied at the Additional Closing. Such notice shall also state that the sale of the Shares shall take place on a date that is at least 12 (and no more than 15) Business Days after the giving of such notice. (b) On the terms and subject to the conditions in this agreement, the Company may require closing of the sale of the Shares (the "Additional Closing") shall take place at the offices of Jenkens & Gilchrist Parker Chapin LLP, counsel to the Company, at 405 Lexi▇▇▇▇▇ ▇▇▇n▇▇, ▇▇▇ ▇▇▇▇, NY 10174, at 10:00 a.m. New York ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇e referred to in Section 1.3(a) or on such other date and time as the parties shall mutually agree; provided, however that the right of the Investor to purchase $1,000,000 the Investor Series D Shares shall cease upon the earlier of: (x) the 18 month anniversary of Additional Notes on the Initial Closing Date; and (y) such time as the Investor shall, after 15 Business Days' written notice from the Company, have failed to approve the next two proposed acquisitions by the Company (after giving effect to the Wild Hare and Anushka transactions) of all or substantially all of the business or voting stock of any Person, or any division, line of business or other business unit of a Person that are approved by a majority of the Company's board of directors. The date of the Additional Closing Date. The Company shall indicate its intent is referred to sell as the Additional Notes by delivery to the Investor of a written notice which may be delivered between March 15, 2005 and March 30, 2005, provided, that the Company may only deliver such written notice if, on the date of such delivery and on the closing date of such transaction, it is in compliance in all material respects with the terms and conditions of the Transaction Documents, no Event of Default shall exist under the Initial Notes, there is an effective Registration Statement covering the Underlying Shares and the Warrant Shares and the Company's Common Stock shall be have a closing sales price on its Trading Market of at least $0.40 per share for the ten (10) consecutive Trading Days immediately preceding the delivery of the written notice. Notwithstanding the foregoing, with the consent of the Investor, the Company may extend the period by which it may offer the Additional Notes to the Investor. The Company may only exercise the right to elect to require the purchase of Additional Notes on a single occasion, and there may not be more than a single Additional Closing. If the Company shall have timely delivered such notice, then subject to the satisfaction of the conditions set forth in Section 2.3(b), on the "Additional Closing Date, the Company shall issue to the Investor the Additional Notes and Second Warrants for an aggregate purchase price equal to one million dollars ." ($1,000,000c) (the "ADDITIONAL PURCHASE Price"). At the Additional Closing, : (i) the Company will shall deliver one or more certificates representing the Investor Series D Shares to the Purchaser: (1) the Additional Notes, in exactly the same form as the Initial Notes, except that the maturity date shall be one year from the Additional Closing Date, registered in the name of the Investor, in and (ii) the aggregate principal amount of $1,300,000 (as indicated in the Company's notice to elect the sale and issuance of Investor shall deliver the Additional Notes), (2) the Second Warrants (equal to 100% of the number of shares into which the Additional Notes may be converted) and (3) a bring-down of the legal opinion of Company Counsel delivered on the Closing Date, addressed Investment Amount to the Investor. The Investor will, against delivery Company by wire transfer of its Additional Notes deliver to the Company, the Additional Purchase Price, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. The prior to the Additional Closing shall be take place no later than 5 Business Days following the date such notice is delivered or the Investor may reject the Company's request to purchase the Additional NotesDate.

Additional Closing. (a) Subject to the conditions set forth in Section 2.3(b), Buyers’ consent and the Company may require satisfaction (or waiver) of the Investor to purchase $1,000,000 of Additional Notes on Notice Conditions (as defined below) and the Additional Closing Date. The Company shall indicate its intent to sell the Additional Notes by delivery to the Investor of a written notice which may be delivered between March 15Conditions, 2005 and March 30, 2005, provided, that the Company may only deliver such written notice if, on the date of such delivery and on the closing date of such transaction, it is in compliance in all material respects with the terms and conditions of the Transaction Documents, no Event of Default shall exist under at any time after the Initial Notes, there is an effective Registration Statement covering the Underlying Shares and the Warrant Shares and the Company's Common Stock shall be have a closing sales price on its Trading Market of at least $0.40 per share for the ten (10) consecutive Trading Days immediately preceding the delivery of the written notice. Notwithstanding the foregoing, with the consent of the Investor, the Company may extend the period by which it may offer the Additional Notes to the Investor. The Company may only exercise the right to elect to require the purchase of Additional Notes on a single occasion, and there may not be more than a single Additional Closing. If the Company shall have timely delivered such notice, then subject to the satisfaction of the conditions set forth in Section 2.3(b), on the Additional Closing Date, the Company shall issue may deliver one or more written notices at any time less than $3,000,000 in aggregate principal amount of Notes remain outstanding (each an “Additional Closing Notice”, and the date of each Additional Closing Notice, each, an “ “Additional Closing Notice Date”) to the Investor Buyers, with a copy to the Additional Notes and Second Warrants for an aggregate purchase price equal to one million dollars Trustee, executed by the chief executive officer or chief financial officer of the Company, ($1,000,000A) (the "ADDITIONAL PURCHASE Price"). At the Additional Closing, certifying that the Company will deliver to the Purchaser: (1) the Additional Notes, in exactly the same form as the Initial Notes, except that the maturity date shall be one year from has satisfied the Additional Closing DateVolume Condition (as defined below), registered in the name Additional Closing Price Condition (as defined below) as of such Additional Closing Notice Date and (II) no Equity Conditions Failure (as defined below) exists (or detailing any such Equity Conditions Failure and specifying that no Additional Closing shall occur unless the InvestorBuyers waive such Equity Conditions Failure) as of such Additional Closing Notice Date (the “Additional Notice Conditions”), in (B) confirming the aggregate principal amount of the Additional Notes to be purchased by the Buyers (which, with respect to any given Additional Closing, shall not exceed $1,300,000 (as indicated 80,000,000 in the Company's notice aggregate (or such other amount as the Company and the Buyers shall mutually agree)), the pro rata amount to elect be purchased by such Buyer (which, together with the sale and issuance aggregate principal amount of any Additional Notes issued at any prior Additional Closings, shall not exceed the Additional Notesmaximum aggregate principal amount as set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers), (2C) setting forth the Second Warrants proposed Additional Closing Date (equal which shall be the fifth (5th) Trading Day after such Additional Closing Notice or such other date as is mutually agreed to 100% of by the number of shares into which Company and each Buyer, each, an “Additional Closing Date”, and together with the Additional Notes may be convertedInitial Closing Date, each a “Closing Date”) and (3D) a bring-down attaching the draft applicable additional Supplemental Indenture and Prospectus Supplement (as defined below) with respect thereto. Each Additional Closing Notice, upon mutual consent of the legal opinion of Company Counsel delivered on the Closing Date, addressed to the Investor. The Investor will, against delivery of its Additional Notes deliver to each Buyer and the Company, shall be irrevocable. For the avoidance of doubt, the Buyers shall not be required to consummate any Additional Closing without Buyers’ consent or if on the Additional Purchase PriceClosing Date the Additional Closing Volume Condition, the Additional Closing Price Condition or any Additional Notice Condition or Additional Closing Condition, as applicable, has not been satisfied in full. The Company’s rights to effect any Additional Closings hereunder with the Buyers’ consent shall terminate upon the eighteen (18)—month anniversary of the date hereof (or such earlier date as the Company shall determine, in United States dollars in immediately available funds its sole discretion, by wire transfer delivery of a written notice to an account designated in writing by the Company for such purpose. The Buyers) (the “Additional Closing shall be take place no later than 5 Business Days following the date such notice is delivered or the Investor may reject the Company's request to purchase the Additional NotesExpiration Date”).