Common use of The Initial Closing Clause in Contracts

The Initial Closing. The initial closing of the purchase and sale of the Preferred Stock (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m. local time on the second Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Section 3, or on such other date as may be mutually agreeable to the Company and the Purchasers. At the Initial Closing, the Company shall cause its transfer agent to deliver to Purchaser stock certificates evidencing the number of shares of Preferred Stock to be purchased by such Purchaser at the Initial Closing (as set forth below such Purchaser’s name on the signature page of this Agreement under the heading “Initial Closing Shares”), registered in such Purchaser’s or its nominee’s name, upon payment of the purchase price in the aggregate amount of the “Initial Closing Purchase Price” set forth on such Purchaser’s signature page by wire transfer of immediately available funds to the Company’s account specified in writing by the Company which such account shall be specified not less than two Business Days prior to the Initial Closing. The aggregate number of shares of Preferred Stock to be sold to the Purchasers at the Initial Closing shall be 2,565 shares for an aggregate purchase price of $769,500. Notwithstanding anything to the contrary set forth herein, a Purchaser shall not be required to send its payment by wire transfer until it (or its designated custodian per its delivery instructions) confirms receipt of its shares of Preferred Stock.

The Initial Closing. The initial closing obligation of the purchase Company to issue and sale of the Preferred Stock (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m. local time on the second Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Section 3, or on such other date as may be mutually agreeable to the Company and the Purchasers. At sell the Initial Closing, the Company shall cause its transfer agent Preferred Shares to deliver to Purchaser stock certificates evidencing the number of shares of Preferred Stock to be purchased by such Purchaser each Buyer at the Initial Closing (as set forth below such Purchaser’s name on is subject to the signature page of this Agreement under satisfaction, at or before the heading “Initial Closing Shares”)Date, registered in such Purchaser’s or its nominee’s name, upon payment of each of the purchase price following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) The Statement of Designations shall have been filed with the Department of State of the Commonwealth of Pennsylvania. (iii) All Buyers shall have delivered to the Company the Purchase Price (less in the aggregate amount case of Smithfield Fiduciary LLC the “amounts withheld pursuant to Section 4(k)) for the Initial Preferred Shares being purchased by such Buyers at the Initial Closing Purchase Price” set forth on such Purchaser’s signature page by wire transfer of immediately available funds pursuant to the Company’s account specified in writing wire instructions provided by the Company which Company. (iv) The representations and warranties of such account Buyer shall be specified not less than two Business Days true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Initial Closing. The aggregate number of shares of Preferred Stock to be sold Closing Date. (v) Such Buyer shall have delivered to the Purchasers at the Initial Closing shall be 2,565 shares for an aggregate purchase price of $769,500. Notwithstanding anything Company such other documents relating to the contrary set forth herein, a Purchaser shall not be required to send its payment transactions contemplated by wire transfer until it (this Agreement as the Company or its designated custodian per its delivery instructions) confirms receipt of its shares of Preferred Stockcounsel may reasonably request.

The Initial Closing. The initial closing obligation of the purchase Company to issue and sale of sell the Initial Preferred Stock (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m. local time on the second Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Section 3, or on such other date as may be mutually agreeable to the Company Shares and the Purchasers. At the Initial Closing, the Company shall cause its transfer agent Warrants to deliver to Purchaser stock certificates evidencing the number of shares of Preferred Stock to be purchased by such Purchaser each Buyer at the Initial Closing (as set forth below such Purchaser’s name on is subject to the signature page of this Agreement under satisfaction, at or before the heading “Initial Closing Shares”)Date, registered in such Purchaser’s or its nominee’s name, upon payment of each of the purchase price following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware; (iii) Such Buyer shall have delivered to the Company the Purchase Price (less in the aggregate amount case of Peconic Fund, Ltd., the “amounts withheld pursuant to Section 4(l)) for the Initial Preferred Shares and the Warrants being purchased by such Buyer at the Initial Closing Purchase Price” set forth on such Purchaser’s signature page by wire transfer of immediately available funds pursuant to the Company’s account specified in writing wire instructions provided by the Company which Company. (iv) The representations and warranties of such account Buyer shall be specified not less than two Business Days true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Initial Closing. The aggregate number of shares of Preferred Stock to be sold Closing Date. (v) Such Buyer shall have delivered to the Purchasers at the Initial Closing shall be 2,565 shares for an aggregate purchase price of $769,500. Notwithstanding anything Company such other documents relating to the contrary set forth herein, a Purchaser shall not be required to send its payment transactions contemplated by wire transfer until it (this Agreement as the Company or its designated custodian per its delivery instructions) confirms receipt of its shares of Preferred Stockcounsel may reasonably request.

The Initial Closing. The initial closing obligation of the purchase Company to issue and sale of sell the Initial Preferred Stock (the “Initial Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 a.m. local time on the second Business Day following full satisfaction or due waiver of all of the closing conditions set forth in Section 3, or on such other date as may be mutually agreeable to the Company Shares and the Purchasers. At the Initial Closing, the Company shall cause its transfer agent Warrants to deliver to Purchaser stock certificates evidencing the number of shares of Preferred Stock to be purchased by such Purchaser each Buyer at the Initial Closing (as set forth below such Purchaser’s name on is subject to the signature page of this Agreement under satisfaction, at or before the heading “Initial Closing Shares”)Date, registered in such Purchaser’s or its nominee’s name, upon payment of each of the purchase price following conditions, provided that these conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof: (i) Such Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same to the Company. (ii) The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware; (iii) Such Buyer shall have delivered to the Company the Purchase Price (less in the aggregate amount case of Portside Growth & Opportunity Fund, the “amounts withheld pursuant to Section 4(l)) for the Initial Preferred Shares and the Warrants being purchased by such Buyer at the Initial Closing Purchase Price” set forth on such Purchaser’s signature page by wire transfer of immediately available funds pursuant to the Company’s account specified in writing wire instructions provided by the Company which Company. (iv) The representations and warranties of such account Buyer shall be specified not less than two Business Days true and correct as of the date when made and as of the Initial Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and such Buyer shall have performed, satisfied and complied with the covenants, agreements and conditions required by the Transaction Documents to be performed, satisfied or complied with by such Buyer at or prior to the Initial Closing. The aggregate number Closing Date. (v) Such Buyer shall have delivered to the Company such other documents relating to the transactions contemplated by this Agreement as the Company or its counsel may reasonably request. (vi) Each holder of any shares of Series B Preferred Stock to be sold to and any holder of warrants (the Purchasers at "SERIES B WARRANTS") that were issued in connection with the Initial Closing issuance of the Series B Preferred Stock shall be 2,565 shares for an aggregate purchase price have signed a waiver of $769,500. Notwithstanding anything to the contrary any anti-dilution protection set forth hereinin the Certificate of Designations, a Purchaser shall not Preferences and Rights of the Series B Convertible Preferred Stock (the "SERIES B CERTIFICATE OF DESIGNATIONS") and in the Series B Warrants that may be required to send its payment by wire transfer until it triggered in connection with the issuance of the Preferred Stock and Warrants, in the form of EXHIBIT E attached hereto (or its designated custodian per its delivery instructions) confirms receipt of its shares of Preferred Stockthe "ANTI-DILUTION WAIVERS").