Common use of Delivery of the Shares and Warrants at Closing Clause in Contracts

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur on September 24, 2004 (the “Closing Date”), at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the each Investor one or more stock certificates representing (i) using customary book-entry procedures, the number of Shares set forth opposite such Investor’s name on Schedule I hereto and (ii) a Warrant representing to purchase the number of shares of common stock as Warrant Shares set forth opposite such Investor’s name on Schedule I hereto, and each Investor shall deliver a certified or official bank check or wire transfer of funds in Section 3 the full amount of the Signature Page to aggregate purchase price for the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the InvestorShares and Warrant being purchased hereunder, as set forth in Section 3 of opposite such Investor’s name on Schedule I hereto, to a trust account with ▇▇▇▇▇▇ Godward LLP (the Signature Page to the Securities Purchase Agreement“Escrow Agent”). The Company’s obligation to issue and sell the Shares and Warrants a Warrant to the each Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company Escrow Agent of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares and the Warrant being purchased; (b) completion of the purchases and sales of Units being purchased hereunder as set forth in Section 3 of Signature Page to under the Securities Purchase AgreementAgreements that may be executed with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units shall be subject to the following conditionscondition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement dated September 20, any one or more of which may be waived by the Investor: (1) the representations and warranties of 2004, between the Company set forth herein shall be true and correct as of the Closing Date Placement Agent (the “Placement Agency Agreement”) pursuant to the terms thereof or (b) determined that the conditions to closing in all material respects and (2) the Investor shall Placement Agency Agreement have received such documents as such Investor shall reasonably have requested in connection with its due diligencenot been satisfied.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “Closing”) shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30_____________, 2014 2017 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units (the “"Closing”") shall occur at the offices of the Company upon receipt of cleared funds and fully executed documents for the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30_____________, 2014 2018 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to be registered in the name of the Investor, as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement. The Company’s 's obligation to issue the Shares and Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; and (b) the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s 's obligation to purchase the Units shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects and (2) the Investor shall have received such documents as such Investor shall reasonably have requested in connection with its due diligence.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur (the “Closing Date”) on November 8, 2004, at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) Investors shall have executed Agreements for the purchase of at least 6,000,000 Shares and Warrants for the purchase of at least 3,000,000 Warrant Shares (50% warrant coverage), (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (2c) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The It is expected that the completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur on or about November 9, 2004 (the “Closing Date”), at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertaking of the Company in this Agreement to be fulfilled on or prior to the Closing Date and (2b) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel including as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The It is expected that the completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur on or about November 4, 2005 (the “Closing Date”), at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor (a) one or more stock certificates representing the number of Shares and a Warrant (b) one or more warrant certificates representing the number of shares of common stock Warrants, in each case as is set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and the Warrants to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and Warrants being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Units Shares and Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects and the fulfillment in all material respects of those undertakings of the Company in this Agreement to be fulfilled on or prior to the Closing Date and (2b) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel including as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and the Warrant Shares.

Delivery of the Shares and Warrants at Closing. 3.1 The completion of the purchase and sale of the Units Shares and the Warrants (the “Closing”) shall occur at the offices of Holme R▇▇▇▇▇▇ & O▇▇▇ LLP, 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 o’clock A.M. E.S.T. on August 9, 2007 (the “Closing Date”), or such later date as the conditions to closing are met or waived, or such other date and time as the Company upon receipt and the Investors mutually agree. At the Closing, unless the Investors and the Company otherwise agree (i) each Investor shall pay the Purchase Price to the Issuer, by wire transfer of cleared immediately available funds to the account designated on Exhibit C hereto; (ii) the Issuer shall issue to each Investor their respective Shares and fully executed Warrants, and deliver to each Investor their respective certificates for their Shares and their Warrants duly registered in the name of the applicable Investor(s); and (iii) all other agreements and other documents referred to in this Agreement which are required for the purchase of the Units on each date set by the Company, provided Closing shall be executed and delivered (if that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver is not done prior to the Investor one or more stock certificates representing the number of Shares Closing). Each such certificate and a Warrant representing the number of shares of common stock as set forth in Section 3 of the Signature Page to the Securities Purchase Agreement, each such certificate, certificates or warrant to shall be registered in the name of the InvestorInvestors or, if so indicated on the Stock Certificate Questionnaire attached hereto as set forth Exhibit A-1, in Section 3 the name of a nominee designated by the Signature Page to the Securities Purchase Agreement. Investors. 3.2 The Company’s obligation to issue the Shares and the Warrants to the Investor Investors shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and Warrants being purchased hereunder as set forth in Section 3 of Signature Page to on Exhibit A hereto (the Securities “Purchase AgreementPrice”); and (b) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The . 3.3 Each Investor’s obligation to purchase the Units Shares and the Warrants shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Global Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing Date); (b) receipt of a satisfactory legal opinion from the Company’s legal counsel pursuant to Section 2.3 of this Agreement; (c) the accuracy of the representations and warranties of made by the Company set forth herein shall be true and correct in Section 4 below as of the Closing Date and the fulfillment of those undertakings of the Company to be fulfilled prior to the Closing, no event or series of events shall have occurred that would reasonably be likely to have or result in a Material Adverse Effect (as defined below); and the receipt of a customary certificate from the Secretary of the Company certifying the foregoing; (d) the Company’s delivery to its transfer agent of irrevocable instructions to issue, subject to the fulfillment of conditions set forth in Section 3.2(a), to each Investor or in such nominee name(s) as designated by each Investor in the Stock Certificate Questionnaire attached hereto as Exhibit A-1 such number of Shares set forth on such Investor’s signature page hereto, or if requested by the Investor, one or more certificates representing such Shares registered in such name(s) or nominee name(s) requested by such Investor; (e) the Amendment of the Rights Agreement between the Company and American Stock Transfer & Trust Company dated June 17, 2002 to amend the definition in “Acquiring Person” of Beneficial Owner to increase the limit from 15% to 25.0% for any Investor who becomes a Beneficial Owner of greater than 15% as a result of the Offering; (f) the filing with the Nasdaq Global Market a true and complete Notification Form: Listing of Additional Shares covering the Shares and the Warrant Shares; (g) all material respects governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Shares and the Warrants have been duly obtained; (h) the approval of the Nasdaq Global Market to list the Shares and the Warrant Shares; and (2i) the Investor aggregate Purchase Price to be paid by the Investors for the Shares and Warrants shall be greater than or equal to $63,000,000. 3.4 In the event that the Closing shall not have received such documents as such Investor occurred on or before 5:00 p.m. on the tenth (10th) Business Day after the date hereof due to the condition set forth in Section 3.3(h) above, this Agreement shall reasonably have requested terminate (a “Specified Termination”) unless otherwise agreed by the Company and Investors representing at least a majority of the aggregate number of Shares and Warrants to be purchased hereunder (the “Required Investors”). Upon a Specified Termination, this Agreement shall terminate without liability of any party hereto to any other party; provided, however, that upon a Specified Termination the Company shall pay for or reimburse the Investors for the reasonable expenses of one legal counsel in connection with the Offering, not to exceed $50,000. Nothing contained in this Section 3.4 shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or to impair the right of any party to compel specific performance by any other party of its due diligenceobligations under this Agreement.

Delivery of the Shares and Warrants at Closing. The completion of the purchase and sale of the Units Shares and Warrants (the “"Closing”") shall occur (the "Closing Date") on July 11, 2003, at the offices of the Company upon receipt of cleared funds and fully executed documents for Company's counsel. At the purchase of the Units on each date set by the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s 's obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; and (bc) the accuracy of the representations and warranties made by the Investor Investors and the fulfillment of those undertakings of the Investor Investors to be fulfilled prior to the Closing. The Investor’s 's obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) Investors shall have executed Agreements for the purchase of at least 4,444,445 Shares and Warrants for the purchase of at least 1,333,334 Warrant Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (2c) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company's counsel as to the matters set forth in connection with its due diligenceSection 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), of the sale of the Shares and Warrants.

Delivery of the Shares and Warrants at Closing. The It is expected that the completion of the purchase and sale of the Units Shares and Warrants (the “Closing”) shall occur on or about October 28, 2009 (the “Closing Date”) at the offices of the Company upon receipt of cleared funds and fully executed documents for Company’s counsel; provided, however, that this Agreement shall automatically terminate if the purchase of Closing shall not have been consummated within 10 days following the Units on each date set by hereof. At the Company, provided that a final closing shall occur no later than June 30, 2014 which date may be extended at the sole discretion of the Company. Within seven (7) days after each Closing, the Company shall deliver to the Investor a Warrant representing the number of Warrant Shares and one or more stock certificates representing the number of Shares and a Warrant representing the number of shares of common stock Shares, in each case as is set forth in Section 3 of the Signature Page to the Securities Stock and Warrant Purchase Agreement, each such certificate, certificates or warrant certificate to be registered in the name of the InvestorInvestor or, as set forth in Section 3 if so indicated on the signature page of the Signature Page to the Securities Stock and Warrant Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares and Warrants the Warrant to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of shall have received a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Units Shares and the Warrant being purchased hereunder as set forth in Section 3 of Signature Page to the Securities Stock and Warrant Purchase Agreement; Agreement and (b) the accuracy of the representations and warranties of the Investors set forth herein shall be true and correct as of the date when made and as of the Closing Date in all material respects (except for those representations and warranties that are qualified by the Investor materiality or Material Adverse Effect, which shall be true and correct in all respects) and the fulfillment of those undertakings of the Investor to Investors contained in this Agreement shall have be fulfilled in all material respects on or prior to the ClosingClosing Date. The Investor’s obligation to purchase the Units Shares and the Warrant shall be subject to the following conditions, any one or more of which may be waived by the Investor: (1a) the representations and warranties of the Company set forth herein shall be true and correct as of the date when made and as of the Closing Date (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) in all material respects (except for those representations and warranties that are qualified by materiality or Material Adverse Effect, which shall be true and correct in all respects) and the undertakings of the Company contained in this Agreement shall have been fulfilled in all material respects on or prior to the Closing Date and (2b) the Investor shall have received such documents as such Investor shall reasonably have requested requested, including, a standard opinion of the Company’s counsel including as to the matters set forth in connection with its due diligenceSection 4.3 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares and Warrants.