Common use of Closing Dates Clause in Contracts

Closing Dates. (i) The date and time of the initial closing (the \"Initial Closing\") shall be 10:00 a.m., New York City time, on the Acquisition Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later or earlier date as is mutually agreed to by the Company and the Buyers) (the \"Initial Closing Date\"). The Initial Closing shall occur at the offices of F▇▇▇▇ & L▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. (ii) The date and time of the additional closing (the \"Additional Closing\") shall be 10:00 a.m., New York City time, on the date that is within thirty (30) calendar days from the Initial Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company and the Buyers) (the \"Additional Closing Date,\" each of the Initial Closing Date and the Additional Closing Date being referred to herein as a \"Closing Date\"). The Additional Closing shall occur at the offices of F▇▇▇▇ & Lardner LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. For purposes of this Agreement, each Buyer's \"Allocation Percentage\" shall be (i) with respect to each Closing Date, the quotient of (a) the total original aggregate principal amount of Notes purchased by such Buyer at such Closing, divided by (b) the total original aggregate principal amount of all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient of (a) the total original aggregate principal amount of all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to this Agreement.

Closing Dates. Each closing of a Put of Securities hereunder (i) The date and time of the initial closing (the \"Initial Closing\a "Closing") shall will be 10:00 a.m., New York City time, on the Acquisition Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later or earlier date as is mutually agreed to by the Company and the Buyers) (the \"Initial Closing Date\"). The Initial Closing shall occur held at the offices of F▇▇▇▇ & L▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇& ▇▇▇▇▇▇▇ ▇▇▇▇▇, or LLP on a date to be determined by and at such other place as the sole discretion of the Company; provided that no Closing may be held more than six months after the date of execution of this Agreement.. Each time that the Company and Buyers may collectively designate in writing. (ii) The date and time determines to hold a Closing, the Company shall give each of the additional closing Purchasers notice of the planned Closing (the \"Additional Closing\a "Put Notice") at least five business days prior to the date of the planned Closing. Each Put Notice will include the date of the planned Closing and the dollar amount of Units to be put to the Purchasers at the Closing. If the dollar amount of Units to be put at the Closing is equal to the Maximum Put Amount, then each of the Purchasers shall be 10:00 a.m.obligated to purchase at that Closing the number of Units set forth next to that Purchaser's name of Schedule A attached hereto. If the dollar amount of Units to be put at the Closing is less than the Maximum Put Amount, New York City time, on then each of the date Purchasers shall be obligated to purchase at that is within thirty (30) calendar days from the Initial Closing Date, subject a number of Units equal to the satisfaction (or waiver) aggregate number of Units being put at that Closing multiplied by such Purchaser's Participation Percentage set forth next to that Purchaser's name of Schedule A attached hereto; provided that any fractional units shall be rounded to the nearest whole Unit, with any half Unit being rounded up to the next whole Unit. Notwithstanding the foregoing, the aggregate dollar amount of Units to be put to the Purchasers at any Closing shall not be less than 25% of the Maximum Put Amount, unless the Units to be put at the Closing represent all of the conditions remaining Units available to the Closing set forth in Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company and the Buyers) (the \"Additional Closing Date,\" each of the Initial Closing Date and the Additional Closing Date being referred to herein as a \"Closing Date\"). The Additional Closing shall occur at the offices of F▇▇▇▇ & Lardner LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. For purposes of this Agreement, each Buyer's \"Allocation Percentage\" shall be (i) with respect to each Closing Date, the quotient of (a) the total original aggregate principal amount of Notes purchased by such Buyer at such Closing, divided by (b) the total original aggregate principal amount of all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient of (a) the total original aggregate principal amount of all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to put under this Agreement.

Closing Dates. (i) The date and time There may be more than one closing of the initial closing (the \"Initial Closing\") shall be 10:00 a.m., New York City time, on the Acquisition Closing Date, subject to the satisfaction (or waiver) of all sale ------------- and purchase of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later or earlier date as is mutually agreed to Series C Shares being purchased by the Company Purchasers hereunder and the Buyers) issuance of the Warrants hereunder (referred to as the \"Initial Closing Date\"First Closing" and the "Subsequent Closings"). The Initial First Closing shall occur be held at the offices of F▇▇▇▇ & L▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & Freidenrich, ▇▇▇▇▇ ▇▇▇▇LLP ("GCWF"), ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Palo Alto, California at 10:00 a.m. on September 18, 1998, or at such other time and place as the Company and Buyers may collectively designate the majority in writing. (ii) The date and time interest of the additional closing Purchasers mutually agree upon (such date is hereinafter referred to as the \"Additional Closing\") First Closing Date"). The Subsequent Closings shall be 10:00 a.m.held on or before October 9, New York City time, 1998 at the offices of GCWF on the date that is within thirty (30) calendar days from the Initial Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later date dates as is mutually agreed to by the Company and the Buyers) Purchasers participating therein agree (each such date is hereinafter referred to as a "Subsequent Closing Date"). The First Closing and the \"Additional Closing Date,\Subsequent Closings may be referred to herein collectively as the "Closings" and each of individually as a "Closing," and the Initial First Closing Date and the Additional Subsequent Closing Date being Dates may be referred to herein collectively as the "Closing Dates" and each individually as a \"Closing Date\"). The Additional Closing Date." Any shares of Series C Preferred Stock sold in a Subsequent Closing shall occur at the offices of F▇▇▇▇ & Lardner LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company be deemed to be "Series C Shares" for all purposes under this Agreement and Buyers may collectively designate in writing. For any purchasers thereof shall be deemed to be "Purchasers" for all purposes of under this Agreement, each Buyer's \"Allocation Percentage\" and any Warrants issued in a Subsequent Closing shall be (i) with respect deemed to each Closing Date, the quotient of (a) the total original aggregate principal amount of Notes purchased by such Buyer at such Closing, divided by (b) the total original aggregate principal amount of be "Warrants" for all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient of (a) the total original aggregate principal amount of all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to purposes under this Agreement.

Closing Dates. (i) The date and time of the initial closing of the purchase and sale of the Notes and Warrants (the \"Initial Closing\"“Initial Closing”) shall be 10:00 a.m., New York City time, on the Acquisition first Business Day following the date of this Agreement (the “Initial Closing Date”), subject to the satisfaction (or waiver) of all of the conditions to the Initial Closing set forth in Sections 7 and 8(a) (or such later or earlier date as is mutually agreed to by the Company and the Buyers) (the \"Initial Closing Date\")8. The Initial Closing shall occur at the offices of F▇▇▇▇ & L▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, 4▇▇ 1221 Avenue of the Americas, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and the Buyers may collectively designate in writing. . (ii) The date and time of the additional closing (the \"Additional Closing\") shall be 10:00 a.m., New York City timeThereafter, on the date that is within thirty any subsequent Closing Date (30) calendar days from the Initial each, a “Subsequent Closing Date”), upon the terms and subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 herein, substantially concurrent with the execution and 8(a) (or such later date as is mutually agreed to delivery of this Agreement by the Company Buyers purchasing Notes and the Buyers) (the \"Additional Closing Date,\" each of the Initial Closing Date and the Additional Closing Date being referred to herein as a \"Closing Date\"). The Additional Closing shall occur at the offices of F▇▇▇▇ & Lardner LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at Warrants on such other place as the Company and Buyers may collectively designate in writing. For purposes of this Agreement, each Buyer's \"Allocation Percentage\" shall be (i) with respect to each Subsequent Closing Date, the quotient of (a) the total original aggregate principal amount of Company agrees to sell, and each Buyer purchasing Notes purchased by such Buyer and Warrants at such subsequent Closing (each, a “Subsequent Closing”), severally and not jointly, agrees to purchase, the Notes and Warrants for the respective Buyer’s Purchase Price (provided, however, that in no event shall the aggregate Purchase Price of all Buyers for the Subsequent Closing, divided by when added to the aggregate Purchase Price for all Buyers at all previous Closings exceed Maximum Funding Amount). At each Subsequent Closing, the Company shall amend the Schedule of Buyers (bwhich may be amended without the consent of any Buyers) to include the total original aggregate principal amount of all Buyers purchasing Notes purchased and Warrants at such Subsequent Closing; and . Notwithstanding anything herein to the contrary, each Closing Date shall occur on or before February 2, 2011 (ii) with respect to all Notes purchased pursuant to this Agreementsuch outside date, the quotient “Termination Date”). (iii) If the Initial Closing is not held on or before the Termination Date, the Company shall cause all subscription documents and funds to be returned, without interest or deduction to each prospective Buyer. The Company shall also cause any subscription documents or funds received following the final Closing, or that were not the subject of (a) a Closing held on or prior to the total original aggregate principal amount Termination Date, to be returned, without interest or deduction, to each applicable prospective Buyer. Notwithstanding the foregoing, the Company, in its sole discretion, may elect not to sell to any Person any or all of the Notes and Warrants requested to be purchased hereunder, provided that the Company causes all Notes purchased by corresponding subscription documents and funds received from such Buyer pursuant Person to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to this Agreementbe promptly returned.

Closing Dates. (i) The date and time On the basis of the initial representations and warranties hereinafter set forth, the Company will sell to the Investor, and the Investor will purchase from the Company, at the closing (the \"Initial Closing\"“First Closing”) shall be 10:00 a.m., New York City time, on the Acquisition date hereof (the “First Closing Date”), 485,973 Shares at the purchase price of U.S. $107.29 per share (the “Share Price”) (such Shares, the “First Closing Shares” and the aggregate purchase price paid by the Investor for such First Closing Shares, the “First Closing Purchase Price”). (ii) On the basis of the representations and warranties hereinafter set forth and subject to applicable law, the Company will sell to the Investor, and the Investor will purchase from the Company, at one or more closings following the First Closing (each, a “Subsequent Closing” and each, together with the First Closing, a “Closing”) on dates specified by the Board of Directors of the Company on at least fifteen (15) Business Days’ prior written notice to the Investor (each, a “Subsequent Closing Date” and each, together with the First Closing Date, subject to the satisfaction (or waiver) of all a “Closing Date”), its pro rata portion, based on its Ownership Percentage, of the conditions additional Shares to the Closing set forth in Sections 7 and 8(a) (or such later or earlier date as is mutually agreed to be issued by the Company to all investors at such Subsequent Closing, at the Share Price (the Shares issued to the Investor at Subsequent Closings are collectively referred to as the “Subsequent Closing Shares” and the Buyersaggregate purchase price paid by the Investor for such Subsequent Closing Shares at any Subsequent Closing is referred to as the “Subsequent Closing Purchase Price”); provided, that in no event will the Investor be required to purchase such number of Shares as shall cause its aggregate equity capital contribution to the Company to exceed the amount set forth as its “Equity Commitment Amount” below the Investor’s name on the signature page hereto. Subsequent Closings will be held as approved by the Board of Directors of the Company. Unless otherwise agreed by each of the holders of Shares of the Company, (a) no Closing may occur after the earlier of (1) the \"Initial 5-year anniversary of the First Closing Date\"Date and (2) the occurrence of a Subordinated Notes Commitment Termination Event (as defined in the Shareholders Agreement). The Initial , and the Investor shall have no obligation to fund any undrawn portion of its Investor’s Equity Commitment Amount thereafter; and (b) the aggregate capital contribution by the Investor in connection with the Subsequent Closings occurring after the 36-month anniversary of the First Closing Date but on or prior to the 5-year anniversary of the First Closing Date shall not exceed 25% of the Investor’s Equity Commitment Amount. (iii) Notwithstanding the provisions of Sections 2.1(i) and 2.1(ii) above, no Closing shall occur at take place until the offices of FCompany has obtained the relevant approvals from the BMA pursuant to the Exchange Control Act 1972 (and the regulations made thereunder) and the Insurance ▇▇▇▇ & L▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇(and the regulations made thereunder) (the “BMA Approvals”), ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇all documentation necessary to verify the Investor’s identity and source of funds in compliance with applicable anti-money laundering laws and regulations and any other consents or approvals of governmental authorities that may be required by applicable law. (iv) Each Closing will take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. (ii) The date and time of the additional closing (the \"Additional Closing\") shall be 10:00 a.m., New York City time, on the date that is within thirty (30) calendar days from the Initial Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company and the Buyers) (the \"Additional Closing Date,\" each of the Initial Closing Date and the Additional Closing Date being referred to herein as a \"Closing Date\"). The Additional Closing shall occur at the offices of F▇▇▇▇ & Lardner LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇at 10:00 a.m., ▇▇▇ ▇▇▇▇▇Atlantic Standard Time, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇on the corresponding Closing Date, or at such other place as location specified by the Company and Buyers may collectively designate in writing. For purposes of this Agreement, each Buyer's \"Allocation Percentage\" shall be (i) with respect acceptable to each Closing Date, the quotient of (a) the total original aggregate principal amount of Notes purchased by such Buyer at such Closing, divided by (b) the total original aggregate principal amount of all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient of (a) the total original aggregate principal amount of all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to this AgreementInvestor.

Closing Dates. (i) The date It is anticipated that purchases and time sales of the initial closing (the \"Initial Closing\") Shares hereunder shall be 10:00 a.m.consummated at one or two closings (collectively, New York City timethe "CLOSINGS" or individually, on the Acquisition Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later or earlier date as is mutually agreed to by the Company and the Buyers) (the \"Initial Closing Date\a "CLOSING"). The Initial Each Closing shall occur will be held at the offices of F▇▇Wils▇▇ & L▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇osa▇▇, or at such other place as the Company and Buyers may collectively designate in writing. (ii) The date and time of the additional closing (the \"Additional Closing\") shall be 10:00 a.m., New York City time, on the date that is within thirty (30) calendar days from the Initial Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company and the Buyers) (the \"Additional Closing Date,\" each of the Initial Closing Date and the Additional Closing Date being referred to herein as a \"Closing Date\"). The Additional Closing shall occur at the offices of F▇▇0 ▇▇▇▇ & Lardner LLP, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇10:00 a.m. (Pacific Time), or at such other time and place as upon which the Company and Buyers the Purchasers consummating purchases at such Closing shall agree. The first such Closing (the "FIRST CLOSING") shall take place on May 29, 1998 or such other date upon which the Company and the Purchasers participating in the First Closing shall agree (the date and time of the First Closing is hereinafter referred to as the "FIRST CLOSING DATE"). The Company may collectively designate hold one subsequent Closing (the "SECOND CLOSING") which will occur not later than 30 days after the First Closing Date. The Per Share Price and other terms of sales consummated at the Second Closing shall be substantially identical to the terms of the sale consummated at the First Closing. The Schedule of Purchasers shall be amended in writing. For purposes connection with the Second Closing to add thereto information relating to the Purchasers participating in such Closing and Section 1.1 shall be amended to increase the aggregate number of shares of 6 Series C Preferred to be sold under this Agreement, each Buyer's \"Allocation Percentage\" such aggregate number not to exceed 7,241,073. Such increased number of Shares shall be authorized in an amendment to the Series C Certificate which has been duly adopted by the Board of Directors and approved by the required vote of the stockholders. Each Purchaser whose sales are consummated at the First Closing agrees to approve such an amendment to the Series C Certificate provided that (i) with respect to each the Second Closing Date, occurs within 30 days of the quotient of (a) the total original aggregate principal amount of Notes purchased by such Buyer at such First Closing, divided by (b) the total original aggregate principal amount of all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient aggregate number of shares of Series C Preferred authorized for issuance does not exceed 7,241,073 and (aiii) only current holders of Series A Preferred Stock and Series B Preferred Stock purchase shares at the total original aggregate principal amount of all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to this AgreementSecond Closing.

Closing Dates. Subject to the terms and conditions of this Agreement: (ia) The date and time closing of the initial closing purchase and sale of the Note hereunder (the \"Initial Closing\"First Closing") shall be held at the offices of the Purchasers' counsel, at 10:00 a.m., New York City Boston time, on the Acquisition Closing Date, subject a date that is mutually agreeable to the satisfaction parties but in any event within five (or waiver5) of Business Days after all of the conditions to the Closing set forth in Sections 7 Article V have been satisfied or waived. The date of the First Closing is hereinafter referred to as the "First Closing Date". (b) The closing of the purchase and 8(a) (or such later or earlier date as is mutually agreed to by sale of the Company and the Buyers) Second Closing Shares hereunder (the \"Initial Closing Date\"). The Initial Closing Second Closing") shall occur be held at the offices of F▇▇▇▇ & L▇▇▇▇▇▇ LLPthe Purchasers' counsel, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇at 10:00 a.m., ▇▇▇▇▇ ▇▇▇▇Boston time, ▇▇▇ ▇▇▇▇▇on [*] (or, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇if such date is not a Business Day, then the first preceding Business Day), unless the parties otherwise consent in writing, or at such other place as adjusted pursuant to Section 5.3(a). The date of the Second Closing is hereinafter referred to as the Company and Buyers may collectively designate in writing. "Second Closing Date." (iic) The date and time closing of the additional closing purchase and sale of the Third Closing Shares hereunder (the \"Additional Closing\"Third Closing") shall be 10:00 a.m., New York City time, on the date that is within thirty (30) calendar days from the Initial Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company and the Buyers) (the \"Additional Closing Date,\" each of the Initial Closing Date and the Additional Closing Date being referred to herein as a \"Closing Date\"). The Additional Closing shall occur held at the offices of F▇▇▇▇ & Lardner LLPthe Purchasers' counsel, 4▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇at 10:00 a.m., ▇▇▇▇▇ ▇▇▇▇Boston time, ▇▇▇ ▇▇▇▇▇on [*] (or, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇if such date is not a Business Day, then the first preceding Business Day), unless the parties otherwise consent in writing, or at such other place as adjusted pursuant to Section 5.3(a). The date of the Third Closing is hereinafter referred to as the Company "Third Closing Date." (d) The closing of the purchase and Buyers may collectively designate sale of the Fourth Closing Shares hereunder (the "Fourth Closing") shall be held at the offices of the Purchasers' counsel, at 10:00 a.m., Boston time, on [*] (or, if such date is not a Business Day, then the first preceding Business Day), unless the parties otherwise consent in writing, or as adjusted pursuant to Section 5.3(a). For purposes The date of this Agreement, each Buyer's \"Allocation Percentage\" the Fourth Closing is hereinafter referred to as the "Fourth Closing Date." (e) The closing of the purchase and sale of the Fifth Closing Shares hereunder (the "Fifth Closing") shall be held at the offices of the Purchasers' counsel, at 10:00 a.m., Boston time, on [*] (i) with respect or, if such date is not a Business Day, then the first preceding Business Day), unless the parties otherwise consent in writing, or as adjusted pursuant to each Section 5.3(a). The date of the Fifth Closing is hereinafter referred to as the "Fifth Closing Date, the quotient of (a) the total original aggregate principal amount of Notes purchased by such Buyer at such Closing, divided by (b) the total original aggregate principal amount of all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient of (a) the total original aggregate principal amount of all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to this Agreement."

Closing Dates. (i) The date and time of the initial closing (the \"Initial Closing\"“Initial Closing”) shall be 10:00 a.m., New York City time, on the Acquisition Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later or earlier date as is mutually agreed to by the Company and the Buyers) (the \"Initial “Initial Closing Date\"Date”). The Initial Closing shall occur at the offices of F▇▇▇▇▇ & L▇▇▇▇▇▇▇ LLP, 4▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. . (ii) The date and time of the additional closing (the \"Additional Closing\"“Additional Closing”) shall be 10:00 a.m., New York City time, on the date that is within thirty (30) calendar days from the Initial Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company and the Buyers) (the \"Additional “Additional Closing Date,\" Date,” each of the Initial Closing Date and the Additional Closing Date being referred to herein as a \"Closing Date\"“Closing Date”). The Additional Closing shall occur at the offices of F▇▇▇▇▇ & Lardner LLP, 4▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. For purposes of this Agreement, each Buyer's \"Allocation Percentage\" ’s “Allocation Percentage” shall be (i) with respect to each Closing Date, the quotient of (a) the total original aggregate principal amount of Notes purchased by such Buyer at such Closing, divided by (b) the total original aggregate principal amount of all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient of (a) the total original aggregate principal amount of all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to this Agreement.

Closing Dates. (i) The date and time of the initial closing (the \"Initial Closing\"“Initial Closing”) shall be 10:00 a.m., New York City time, on the Acquisition Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) 8a (or such later or earlier date as is mutually agreed to by the Company and the Buyers) (the \"Initial “Initial Closing Date\"Date”). The Initial Closing shall occur at the offices of F▇▇▇▇▇ & L▇▇▇▇▇▇▇ LLP, 4▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. . (ii) The date and time of the additional closing (the \"Additional Closing\"“Additional Closing”) shall be 10:00 a.m., New York City time, on the date that is within thirty (30) calendar days from the Initial Closing Date, subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 7 and 8(a) (or such later date as is mutually agreed to by the Company and the Buyers) (the \"Additional “Additional Closing Date,\" Date”, each of the Initial Closing Date and the Additional Closing Date being referred to herein as a \"Closing Date\"“Closing Date”). The Additional Closing shall occur at the offices of F▇▇▇▇▇ & Lardner LLP, 4▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the Company and Buyers may collectively designate in writing. For purposes of this Agreement, each Buyer's \"Allocation Percentage\" ’s “Allocation Percentage” shall be (i) with respect to each Closing Date, the quotient of (a) the total original aggregate principal amount of Notes purchased by such Buyer at such Closing, divided by (b) the total original aggregate principal amount of all Notes purchased at such Closing; and (ii) with respect to all Notes purchased pursuant to this Agreement, the quotient of (a) the total original aggregate principal amount of all Notes purchased by such Buyer pursuant to this Agreement, divided by (b) the total original aggregate principal amount of all Notes purchased pursuant to this Agreement.