Share Exchange Closing. Section 2.1
Share Exchange Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Share Exchange (the “Share Exchange Closing”) shall take place as soon as practicable following the time at which the conditions set forth in Section 11.1, Section 11.3, Section 11.4 and Section 11.5 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Share Exchange Closing, but subject to the satisfaction or waiver thereof) and simultaneously or immediately after the Merger Closing or such other time and place as Acquiror, PubCo and the Company may mutually agree in writing. The date on which the Share Exchange Closing actually occurs is referred to in this Agreement as the “Share Exchange Closing Date”.
Share Exchange Closing. (a) The Company will deliver a certificate representing the Shares and registered in the name of Parent, and Parent will deliver a certificate representing the Exchange Shares and registered in the name of the Company. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., New York City time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
Share Exchange Closing. (a) The closing of the Share Exchange (the “Share Exchange Closing”) shall take place after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions at such time) and immediately prior to the Closing at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Share Exchange Closing occurs, the “Share Exchange Closing Date”).
Share Exchange Closing. (a) The Shares and the Exchange Shares will be issued on the books and records of the respective parties’ transfer agents in book-entry form. MCOA will deliver a confirmation from its transfer agent evidencing the issuance of the Shares registered in the name of CBGL, and CBGL will deliver a confirmation from its transfer agent evidencing the issuance of the Exchange Shares and registered in the name of MCOA. MCOA and CBGL may designate their wholly owned subsidiary as holder of the Shares and the Exchange Shares. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., Pacific time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
Share Exchange Closing. (a) The Shares and the Exchange Shares will be issued on the books and records of the respective parties’ transfer agents in book-entry form. MCOA will deliver a confirmation from its transfer agent evidencing the issuance of the Shares registered in the name of ECOX, and ECOX will deliver a confirmation from its transfer agent evidencing the issuance of the Exchange Shares and registered in the name of MCOA. MCOA and ECOX may designate their wholly owned subsidiary as holder of the Shares and the Exchange Shares. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., Pacific time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
Share Exchange Closing. (a) Hims will deliver to the CEO evidence of the issuance of the Shares registered in the name of the CEO Trust, and the CEO or the CEO Trust will deliver to Hims the certificates representing the Old Shares to the extent such Old Shares are certificated. Subject to the satisfaction of the conditions set forth in Article V, such deliveries shall occur on the Closing Date (the “Share Exchange Closing”). For the avoidance of doubt, the Share Exchange Closing shall occur immediately following the adoption of the A&R Company Dual Class Charter and immediately prior to the Effective Time on the Closing Date.
Share Exchange Closing. (a) The Company will deliver the Exchange Shares in uncertificated form registered in the name of Xx. XxXxxxx, and Xx. XxXxxxx shall no longer have the rights to the Vested Shares and the Vested Shares shall not be issued to Xx. XxXxxxx. The time and date of such deliveries shall be on a date and at a place to be specified by the Parties (the “Share Exchange Closing”).
Share Exchange Closing. Promptly following the determination of the Final Exchange Ratio on a date and a time to be specified by the Parties, the closing of the Exchange shall occur (the “Share Exchange Closing”). At the Share Exchange Closing, the Exchanging Holder will deliver to the Exchange Agent the certificates representing the Holdco Shares, together with a duly completed and validly executed Exercise Notice (as updated by the Exchanging Holder, to the extent necessary, to reflect the Final Exchange Ratio), the Parent Class B Common Stock and such other documents as may reasonably be required by the Exchange Agent, and, in exchange therefor, the Exchange Agent will deliver a certificate representing the Exchange Shares or establish a book-entry position for the Exchange Shares, in either case registered in the name of the Exchanging Holder. Any other documents to be delivered at the Share Exchange Closing by or on behalf of the Parties pursuant to this Agreement will be delivered at the Share Exchange Closing at the offices of counsel to Parent.
Share Exchange Closing. Section 2.1 Share Exchange 6 Section 2.2 Withholding 6 Section 2.3 Closing 7 Section 2.4 Closing Deliveries 7 Section 2.5 Acquiror and Acquiror Principal Shareholders 7 Section 2.6 Closing Deliveries by Acquiree and Acquiree Shareholders 7 Section 2.7 Section 368 Reorganization 7
