Common use of Third Closing Clause in Contracts

Third Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the purchase and sale by the Purchaser of the Third Closing Shares, if any, pursuant to this Agreement (the “Third Closing”) shall be held at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. New York time on the later of (i) the third business day after the satisfaction or waiver of the latest to occur of the conditions set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at the Third Closing, but subject to their satisfaction or waiver) and (ii) the twelfth business day after which the Company provides notice to the Purchaser of the number of the Third Closing Shares (but subject to the consummation of the Permitted Offering or the expiration of the period in which the Permitted Offering may be consummated in accordance with the definition thereof (as applicable), or at such other date, time and place as the Company and the Purchaser agree) (such date, the “Third Closing Date” and, together with the First Closing Date and the Second Closing date, the “Closing Dates”). Notwithstanding the foregoing, if at the time the conditions to the First Closing and the Second Closing have been satisfied or waived, the conditions to the Third Closing have also been satisfied or waived, the First Closing, the Second Closing and the Third Closing shall take place simultaneously; provided, that, if the conditions to the Third Closing set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at the Third Closing, but subject to their satisfaction or waiver) are satisfied or waived prior to October 31, 2014 such that the Third Closing would be required to take place prior to October 31, 2014, at the option of the Company (upon prior written notice delivered to the Purchaser at least twelve business days prior to the date on which the Third Closing would have been required to occur but for this proviso), the Third Closing shall take place on the first business day after October 31, 2014 or at such other date, time and place as the Company and the Purchaser agree. (b) Subject to the satisfaction or waiver at or prior to the Third Closing of the applicable conditions to the Second Closing in Section 1.5, at the Second Closing: (1) the Company will deliver to the Purchaser (i) certificates representing the Third Closing Shares and (ii) all other documents, instruments and writings required to be delivered by the Company to the Purchaser at or prior to the Third Closing pursuant to this Agreement or otherwise required in connection herewith; and (2) the Purchaser will deliver or cause to be delivered (i) to a bank account designated by the Company in writing at least two (2) business days prior to the Third Closing Date, the Third Closing Purchase Price by wire transfer of immediately available funds, and (ii) all other documents, instruments and writings required to be delivered by the Purchaser to the Company at or prior to the Third Closing pursuant to this Agreement or otherwise required in connection herewith.

Third Closing. (a) Subject to the satisfaction or waiver of the conditions set forth in this Agreement, the The closing of the purchase and sale by the Purchaser of the Third Closing Sharesthird Twenty-One Million Seven Hundred Thousand Dollars ($21,700,000) in principal amount of Securities, if any, pursuant by and to this Agreement the Purchaser hereunder (the “Third Closing”, with each of the Initial Closing, any Second Closing and any Third Closing being referred to herein as a “Closing”, and each of any Second Closing and any Third Closing being referred to herein as a “Subsequent Closing”) shall be held at the offices of Debevoise Shearman & Sterling LLP, Four ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. New York time on the later of (i) the third -▇▇▇▇ within one business day after following the satisfaction or waiver of date on which the latest to occur last of the conditions set forth in Section 1.5 6.2 and Section 7.2 applicable to any Third Closing (other than those conditions that by their nature are to be satisfied by actions taken at the any Third Closing, but subject to their satisfaction ) have been satisfied or waiver) and (ii) the twelfth business day after which the Company provides notice to the Purchaser of the number of the Third Closing Shares (but subject to the consummation of the Permitted Offering or the expiration of the period in which the Permitted Offering may be consummated waived in accordance with this Agreement but in no event later than July 31, 2014 (such date, the definition thereof (“Third Closing Date”, with each of the Initial Closing Date, any Second Closing Date and any Third Closing Date being referred to herein as applicablea “Closing Date”, and each of any Second Closing Date and any Third Closing Date being referred to herein as a “Subsequent Closing Date”), or at such other date, time and place as the Company and the Purchaser agree) (such date, mutually agree upon. The settlement of the “Third Closing Date” and, together with purchase and sale of the First Closing Date Securities to be purchased and the Second Closing date, the “Closing Dates”). Notwithstanding the foregoing, if sold at the time the conditions to the First Closing and the Second Closing have been satisfied or waived, the conditions to the Third Closing have also been satisfied or waived, the First Closing, the Second Closing and the Third Closing shall take place simultaneously; providedin two installments, that, if the conditions to the Third Closing set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at the Third Closing, but subject to their satisfaction or waiver) are satisfied or waived prior to October 31, 2014 such that the Third Closing would be required to take place prior to October 31, 2014, at the option of the Company (upon prior written notice delivered to the Purchaser at least twelve business days prior to the date on which the Third Closing would have been required to occur but for this proviso), the Third Closing shall take place on with the first business day after October 31, 2014 or at such other date, time and place as installment in the Company and the Purchaser agree. principal amount of Ten Million Eight Hundred Fifty Thousand Dollars (b$10,850,000) Subject to the satisfaction or waiver at or prior to the Third Closing of the applicable conditions to the Second Closing in Section 1.5, at the Second Closing: (1) the Company will deliver to the Purchaser (i) certificates representing the Third Closing Shares and (ii) all other documents, instruments and writings required to be delivered by the Company to the Purchaser at or prior to the Third Closing pursuant to this Agreement or otherwise required in connection herewith; and (2) the Purchaser will deliver or cause to be delivered (i) to a bank account designated by the Company in writing at least two (2) business days prior to occurring on the Third Closing Date, and the second installment in the principal amount of Ten Million Eight Hundred Fifty Thousand Dollars ($10,850,000) occurring on the date that is six (6) months following any Third Closing Purchase Price by wire transfer of immediately available fundsDate but in no event later than January 31, and (ii) all other documents, instruments and writings required to be delivered by the Purchaser to the Company at or prior to the Third Closing pursuant to this Agreement or otherwise required in connection herewith2015.

Third Closing. (a) Subject The Investors may, at their sole option, lend to the Company up to an additional Four Hundred and One Thousand One Hundred and Fifty Seven Dollars ($401,157.00) on the same terms and conditions as the Warrants and Debentures issued at the Initial Closing and Second Closing (the “Call Option”), provided, that the Investors shall notify the Company in writing of their intent to exercise their Call Option (the “Call Option Exercise Notice”) no later than ten (10) calendar days following (i) the tenth (10th) calendar day following delivery to the Investors of documentation that establishes, to the reasonable satisfaction or waiver of the conditions set forth Investors, entry into one or more license agreements that will generate in the aggregate Three Hundred Thousand Dollars ($300,000.00) in revenues, or (ii) the sixth month anniversary of the date of this Agreement, whichever occurs earlier, and stating the closing aggregate amount of funds to be lent to the Company. The purchase and sale by the Purchaser of the Third Closing Shares, if any, pursuant Tranche Debentures and issuance of the Third Tranche Warrants shall take place via exchange of electronic or facsimile signature pages thereto (with originals to this Agreement be mailed as soon as practicable thereafter) no later than five (5) business days following the Company’s receipt of the Call Option Exercise Notice (the “Third Closing”) shall be held at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. New York time on the later of (i) the third business day after the satisfaction or waiver of the latest to occur of the conditions set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at ). At the Third Closing, but subject to their satisfaction or waiver) and (ii) the twelfth business day after which the Company provides notice shall deliver to the Purchaser of the number of Investors the Third Closing Shares (but subject to the consummation of the Permitted Offering or the expiration of the period in which the Permitted Offering may be consummated in accordance with the definition thereof (as applicable), or at such other date, time and place as the Company and the Purchaser agree) (such date, the “Third Closing Date” and, together with the First Closing Date and the Second Closing date, the “Closing Dates”). Notwithstanding the foregoing, if at the time the conditions to the First Closing and the Second Closing have been satisfied or waived, the conditions to the Third Closing have also been satisfied or waived, the First Closing, the Second Closing Tranche Debentures and the Third Closing shall take place simultaneously; provided, that, if Tranche Warrants against payment of the conditions purchase price therefor by check payable to the Third Closing set forth in Section 1.5 (other than those conditions that Company or by their nature are to be satisfied by actions taken at the Third Closing, but subject to their satisfaction or waiver) are satisfied or waived prior to October 31, 2014 such that the Third Closing would be required to take place prior to October 31, 2014, at the option of the Company (upon prior written notice delivered wire transfer to the Purchaser at least twelve business days prior to the date on which the Third Closing would have been required to occur but for this proviso), the Third Closing shall take place on the first business day after October 31, 2014 or at such other date, time bank and place as the Company and the Purchaser agree. (b) Subject to the satisfaction or waiver at or prior to the Third Closing of the applicable conditions to the Second Closing in Section 1.5, at the Second Closing: (1) the Company will deliver to the Purchaser (i) certificates representing the Third Closing Shares and (ii) all other documents, instruments and writings required to be delivered by the Company to the Purchaser at or prior to the Third Closing pursuant to this Agreement or otherwise required in connection herewith; and (2) the Purchaser will deliver or cause to be delivered (i) to a bank account designated by the Company on Exhibit C attached hereto.” 3. Section 7.7 of the Purchase Agreement is hereby amended and restated in writing at least two (2) business days prior its entirety to the Third Closing Date, the Third Closing Purchase Price by wire transfer of immediately available funds, and (ii) all other documents, instruments and writings required to be delivered by the Purchaser to the Company at or prior to the Third Closing pursuant to this Agreement or otherwise required in connection herewith.read as follows:

Third Closing. (a) Subject On the Third Closing Date, upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreementherein, the closing Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, up to an aggregate of $364,000 in Principal Amount of the purchase Debentures (corresponding to an aggregate Third Closing Subscription Amount of up to $325,000). At the Third Closing, each Purchaser shall deliver to the Control Account Agent, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Third Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and sale by the Company shall deliver to each Purchaser its respective Debenture and a Warrant, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Third Closing. Subject to the terms and conditions herein, on or about September 30, 2014, the Company shall deliver written notice to each Purchaser of the Third Closing Shares, if any, pursuant to this Agreement (the “Third Closing Notice”). Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3 for the Third Closing”) , the Third Closing shall be held occur at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m. New York time on EGS or such other location as the later of parties shall mutually agree within three (i3) Trading Days from the third business day after the satisfaction or waiver of the latest to occur of the conditions set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at the Third Closing, but subject to their satisfaction or waiver) and (ii) the twelfth business day after which the Company provides notice to the Purchaser of the number date of the Third Closing Shares (but subject to the consummation of the Permitted Offering or the expiration of the period in which the Permitted Offering may be consummated in accordance with the definition thereof (as applicable), or at such other date, time and place as the Company and the Purchaser agree) (such date, the “Third Closing Date” and, together with the First Closing Date and the Second Closing date, the “Closing Dates”)Notice. Notwithstanding the foregoing, if at the sole option of the Purchasers, the Third Closing may occur at any time the conditions to the First Closing and after the Second Closing have been satisfied or waived, Date and within 15 Trading Day notice by the conditions Purchasers to the Third Closing have also been satisfied or waived, the First Closing, the Second Closing and the Third Closing shall take place simultaneously; provided, that, if the conditions Company of their intent to the Third Closing set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at conduct the Third Closing, but subject to their satisfaction or waiver) are satisfied or waived prior to October 31, 2014 such that irrespective of the Company meeting the requirements of the Third Closing would be required to take place prior to October 31Corporate Milestone, 2014, at the option of the Company (upon prior written notice delivered to the Purchaser at least twelve business days prior to the date on which provided that in no event shall the Third Closing would have been required to occur but for this proviso), the Third Closing shall take place on the first business day after (i) later than October 3130, 2014 or at such other (iii) on or after the date, time and place as the Company and the Purchaser agree. (b) Subject to the satisfaction or waiver at or prior to the Third Closing if any, on which all of the applicable conditions to then outstanding Debentures are prepaid in full in accordance with the Second Closing in Section 1.5, at the Second Closing: (1) the Company will deliver to the Purchaser (i) certificates representing the Third Closing Shares and (ii) all other documents, instruments and writings required to be delivered by the Company to the Purchaser at or prior to the Third Closing pursuant to this Agreement Debentures or otherwise required with the written consent of the Required Holders (as defined in connection herewith; and (2) the Purchaser will deliver or cause to be delivered (i) to a bank account designated by Debenture), in each case without the Company in writing at least two (2) business days prior to written consent of the Third Closing Date, the Third Closing Purchase Price by wire transfer of immediately available funds, and (ii) all other documents, instruments and writings required to be delivered by the Purchaser to the Company at or prior to the Third Closing pursuant to this Agreement or otherwise required in connection herewithCompany.

Third Closing. (a) Subject The delivery by Purchaser to Seller and/or Kaoufman, as the satisfaction or waiver case may be, of the conditions set forth in this AgreementFirst Guarantee Shares, the closing of Second Guarantee Shares, the purchase cash amount provided by Section 7.5(b)(i) and sale by the Purchaser of the Third Closing SharesSecond Guarantee Cash Amount, if any, pursuant to this Agreement (such event, the “Third Closing”) shall be held at the offices of Debevoise & ▇▇▇▇▇▇▇▇ LLPtake place on February 24, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇2009, at 10:00 a.m. New York such place and time on the later of (i) the third business day after the satisfaction or waiver of the latest to occur of the conditions set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at the Third Closingas Parent and Kaoufman shall agree, but subject to their satisfaction or waiver) and (ii) the twelfth business day after which the Company provides notice to the Purchaser of the number of the Third Closing Shares (but subject to the consummation of the Permitted Offering or the expiration of the period in which the Permitted Offering may be consummated in accordance with the definition thereof (as applicable), or at such other date, time and place as the Company and the Purchaser agree) (such date, the “Third Closing Date” and, together with the First Closing Date and the Second Closing date, the “Closing Dates”). Notwithstanding the foregoing, if at the time the conditions to the First Closing and the Second Closing have been satisfied or waived, the conditions to the Third Closing have also been satisfied or waived, the First Closing, the Second Closing and the Third Closing shall take place simultaneously; provided, that, if the conditions to the Third Closing set forth in Section 1.5 (other than those conditions that by their nature are to be satisfied by actions taken at the Third Closing, but subject to their satisfaction or waiver) are satisfied or waived prior to October 31, 2014 such it being acknowledged that the Third Closing would be required to may, if so agreed, take place prior to October 31by telephone, 2014, at the option of the Company (upon prior written notice delivered to the Purchaser at least twelve business days prior to the fax and e-mail communication without need for a physical closing location. The date on which the Third Closing would have been required is to occur but for this proviso), is referred to herein as the “Third Closing shall take place on the first business day after October 31, 2014 or at such other date, time and place as the Company and the Purchaser agreeDate”. (b) Subject to the satisfaction or waiver at or prior to At the Third Closing of the applicable conditions to the Second Closing in Section 1.5Closing, at the Second Closingor on such other date as may be expressly provided for below, Purchaser shall deliver to: (1i) Seller an amount in cash in US Dollars equal to the sum of (x) five million US Dollars (US$5,000,000) and (y) the Company will deliver to the Purchaser (i) certificates representing the Third Closing Shares and (ii) all other documentsSecond Guarantee Cash Amount, instruments and writings required if any; such amount to be delivered by the Company to the Purchaser at paid, or prior to the Third Closing pursuant to this Agreement or otherwise required in connection herewith; and (2) the Purchaser will deliver or cause caused to be delivered (i) to a bank account designated paid, by the Company in writing at least two (2) business days prior to the Third Closing Date, the Third Closing Purchase Price Purchaser by wire transfer of immediately available fundscleared funds to the account or accounts to be designated to Purchaser by Seller no later than February 20, and 2009; (ii) all other documentsSeller no later than on the Business Day immediately following the Third Closing Date, instruments one or more share certificates (as requested by Seller pursuant to Section 7.5(k)(i)) for the account of Seller evidencing the issuance of the Seller Shares to Seller, and writings a written confirmation from the transfer agent of Parent confirming the issuance of the Seller Shares to Seller, provided that Parent shall deliver to Seller an extract from the register of shareholders of Parent confirming the issuance of the Seller Shares to Seller, duly signed by the transfer agent of Parent on the Business Day immediately following such date; (iii) Kaoufman no later than on the Business Day immediately following the Third Closing Date, one or more share certificates (as requested by Seller pursuant to Section 7.5(k)(ii)) for the account of Kaoufman evidencing the issuance of the Kaoufman Shares to Kaoufman, and a written confirmation from the transfer agent of Parent confirming the issuance of the Kaoufman Shares to Kaoufman, provided that Parent shall deliver to Kaoufman an extract from the register of shareholders of Parent confirming the issuance of the Kaoufman Shares to Kaoufman, duly signed by the transfer agent of Parent on the Business Day immediately following such date; (iv) Seller a copy, certified by an officer of Parent, of the board resolutions of Parent approving the issuance of a number of CEDC Shares to Seller and/or Kaoufman equal to the sum of (x) the First Guarantee Shares and (y) the Second Guarantee Shares, (v) Seller, in respect of the Class B Shares in Newco, transfer orders in the required form set forth by applicable law duly executed by an authorized representative of Purchaser and duly witnessed, dated as of the Third Closing Date and containing the instruction to register the transfer from Seller to Purchaser of three hundred seventy-five (375) Class B Shares in Newco; and (vi) Seller two (2) original executed counterparts of Amendment No. 1 to the Shareholders Agreement, executed by a duly empowered representative of Purchaser. (c) At the Third Closing, Seller shall deliver to Purchaser: (i) a share certificate evidencing ownership by Seller of one thousand eight hundred seventy-five (1,875) Class B Shares in Newco for partial cancellation and reissue evidencing the balance of one thousand five hundred (1,500) Class B Shares in Newco to remain owned by Seller immediately after the Third Closing; provided that evidence that the foregoing share certificate has been sent by express courier to the secretary of Newco shall be deemed to satisfy the delivery obligation set forth in this Section 4.11 (c)(ii). (ii) transfer orders in the required form set forth by applicable law duly executed by an authorized representative of Seller and duly witnessed, dated as of the Third Closing Date and containing the instruction to register the transfer from Seller to Purchaser of three hundred seventy-five (375) Class B Shares in Newco; (iii) a duly signed resolution of the board of directors of Newco approving the transfer from Seller to Purchaser of three hundred seventy-five (375) Class B Shares in Newco; and (iv) two (2) original executed counterparts of Amendment No. 1 to the Shareholders Agreement, executed by a duly empowered representative of Seller and Newco. (d) All actions to be taken and all documents to be executed and delivered by the Purchaser to the Company Parties at or prior to the Third Closing pursuant shall be deemed to this Agreement have been taken and executed simultaneously, and, except as permitted hereunder, no proceedings shall be deemed taken nor any documents executed or otherwise required in connection herewithdelivered until all have been taken, executed and delivered.