Common use of Subscription and Closing Clause in Contracts

Subscription and Closing. (a) The minimum Subscription Amount for each Purchaser is $250,000, subject to the Company and the Placement Agent’s mutual agreement to accept a lesser amount. (b) Each Purchaser acknowledges and agrees that there is no minimum number of Shares that must be sold to conduct a Closing, and that the Company may issue and sell Shares in one or more additional Closings and pursuant to one or more Other Securities Purchase Agreements (up to a maximum aggregate amount of 42,500,000 Shares). (c) The Subscription Amounts received from the Purchasers will be placed in a non-interest bearing escrow account set up pursuant to the Escrow Agreement, and shall be released to the Company at each Closing. (d) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company shall sell to the Purchasers, and each Purchaser, severally and not jointly, shall purchase from the Company, such number of Shares as set forth on the signature page hereto executed by such Purchaser. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or at such other location as the parties may mutually agree. For the elimination of doubt, each Purchaser acknowledges and agrees that, except where the context otherwise requires, any references to the “Purchasers” hereunder shall include the Purchasers under this Agreement and all Other Securities Purchase Agreements.

Subscription and Closing. (a) The minimum Subscription Amount for each Purchaser is $250,000100,000, subject to the Company and the Placement Agent’s mutual agreement to accept a lesser amount. (b) Each Purchaser acknowledges and agrees that there is no minimum number of Shares Units that must be sold to conduct a Closing, and that the Company may issue and sell Shares Units in one or more additional Closings and pursuant to one or more Other Securities Purchase Agreements (up to a maximum aggregate amount of 42,500,000 Shares2,222,222 Units). (c) The Subscription Amounts received from the Purchasers will be placed in a non-interest bearing escrow account set up pursuant to the Escrow Agreement, and shall be released to the Company at each Closing. (d) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company shall sell to the Purchasers, and each Purchaser, severally and not jointly, shall purchase from the Company, such number of Shares Units as set forth on the signature page hereto executed by such Purchaser. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Company Counsel or at such other location as the parties may mutually agree. For the elimination of doubt, each Purchaser acknowledges and agrees that, except where the context otherwise requires, any references to the “Purchasers” hereunder shall include the Purchasers under this Agreement and all Other Securities Purchase Agreements.