First Additional Closing Sample Clauses

First Additional Closing. The first Additional Closing to be held ------------------------ subsequent to the date hereof (the "First Additional Closing") shall be subject to the following terms. Capitalized terms not defined herein shall have the terms given such terms in the Agreement.

First Additional Closing. (a) At any time between the Closing Date and May 6, 2002, each Purchaser shall have the right (but not the obligation), upon a written notice to the Company and the other Purchasers (the "First Additional Closing Notice"), to purchase a number of shares of First Additional Preferred equal to the quotient obtained by dividing (x) the product of such Purchaser's Holdings Percentage and $5,750,000 by (y) 10,000. The Company shall file the First Certificate of Designations with the Secretary of State of the State of Delaware within two Trading Days following the delivery of the initial First Additional Closing Notice. (b) On the fifth Trading Day following the delivery of a First Additional Closing Notice (each, a "First Additional Closing Date"), (1) the Company shall deliver to each Purchaser participating in the applicable First Additional Closing (i) a stock certificate registered in the name of such Purchaser, representing the number of shares of First Additional Preferred equal to the quotient obtained by dividing such Purchaser's investment amount (as determined pursuant to Section 2.3(a)) in the First Additional Closing by 10,000, (ii) a First Additional Warrant, registered in the name of such Purchaser, pursuant to which the Purchaser shall have the right to acquire on the terms set forth therein a number of Warrant Shares equal to 25% of such Purchaser's investment amount under Section 2.3(a) divided by the Market Price, (iii) a legal opinion of Company Counsel in agreed form, including a UCC opinion as to the continued perfection under applicable law of the security interest in the Collateral after giving effect to the revised Article 9 of the Uniform Commercial Code, and (iv) a certificate executed by the Chief Executive Officer of the Company, dated as of the First Additional Closing Date, attesting that the representations and warranties of the Company set forth herein are true and correct as of the First Additional Closing Date as though made at that time (other than representations and warranties which relate to a specific date (which shall not include representations and warranties relating to the "date hereof") which representations and warranties shall be true as of such specific date) and that the Company has performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by the Company at or prior to the First Additional Closing Date, and (2) ...

First Additional Closing. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(b)(ii), 6(b) and 7(b) below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on such Additional Closing Date (as defined below), an Additional Note in such aggregate principal amount as specified in such Additional Mandatory Closing Notice(as defined below) or Additional Closing Notice (as defined below), as applicable, but with respect to an Additional Mandatory Closing, not in excess of the original principal amount as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers (the “First Additional Closing”).

First Additional Closing. The closing of the issuance of the next 112,000 shares (the “First Additional Closing”) shall take place at the time and location specified in paragraph 1.2 above, on the day (the “First Additional Closing Date”) which is the two (2) business days following action by the Securities and Exchange Commission (the “Commission”) declaring effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the “Registration Statement”) which shall not be sooner than 45 days following the Initial Closing, or at such earlier date as Investor specifies in a written notice to the Company. At the First Additional Closing, Purchaser shall pay $120,000 to the Company by wire transfer of immediately available funds to the account or accounts of the Company previously specified by the Company to Investor, and the Company shall deliver to Investor certificates representing the 112,000 Shares, registered in the name of Investor.

First Additional Closing