1Closing. On the Initial Closing Date, the Company shall sell, and the Purchaser in the Initial Closing, shall purchase (i) the number of Purchase Shares set forth below such Purchaser’s name on the applicable signature page hereto at the Per Share Purchase Price, (ii) a Five-Year Warrant to purchase that number of additional shares of Common Stock equal to 50% of the number of the Purchase Shares purchased by such Purchaser hereunder and (iii) a Six-Month Warrant to purchase that number of additional shares of Common Stock equal to 65% of the number of Purchase Shares purchased by such Purchaser hereunder, at an aggregate Subscription Amount equal to $6,000,000. After the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, additional Securities to one or more Purchasers in one or more Additional Closings, provided that (i) such Additional Closing(s) is consummated prior to thirty (30) days after the Initial Closing, (ii) each additional Purchaser shall become a party to the Transaction Documents by executing and delivering a counterpart signature page to this Agreement, including Annex A and (iii) the additional Securities sold in the Additional Closing(s), when added together with the Initial Closing, shall not exceed an aggregate Subscription Amount for all Purchasers of $8,000,000. Each Purchaser shall deliver to the Company, pursuant to Section 2.2(b), via wire transfer or a certified check of immediately available funds, an amount equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Purchase Shares and Warrants as determined pursuant to Section 2.2(a)(iv), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 at the applicable Closing, as appropriate. The Closings shall occur at the offices of the Company or such other location as the parties shall mutually agree. Any portion of a Purchaser’s Subscription Amount delivered by such Purchaser to the Company before a Closing Date shall be deemed to be held in trust by the Company until the applicable Closing hereunder.
1Closing. Subject to Section 7.1 and 7.2 hereof, the Closing of the sale and purchase of the Purchased Interest shall take place on or before the date that is 180 days following the receipt of SEC Approval (as defined in Section 6.5 below) (the “Closing Date”). The Closing shall be conducted by the mutual exchange of the following deliverables:
1Closing. (a)At the Closing, upon the terms set forth herein, the Company hereby agrees to issue to the Purchaser, and the Purchaser agrees to subscribe for, the number of Shares set forth opposite the Purchaser’s name on Exhibit A, at a subscription price per share equal to $1.55 per Ordinary Share (the “Per Share Price”). The Ordinary Shares described in this Section 2.1(a) shall be issued by the Company to the Purchaser free and clear of all Liens and any withholding for taxes.
1Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $3,000,000 of Shares and Warrants. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” settlement with the Company. The Company shall deliver to each Purchaser its respective Shares and Warrants 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 Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of Dentons or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (“DVP”) (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).
1Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $8,000,000 of Shares and Warrants. Each Purchaser shall deliver to the Company via wire transfer or a certified check of immediately available funds equal to such Purchaser's Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares 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 Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of WS or such other location as the parties shall mutually agree.
1Closing. All of the obligations of the Lenders to make the Loan as described in this Agreement on the Closing Date are subject to the satisfaction of the following additional conditions precedent (the first date upon which such conditions are satisfied, being, the “Closing Date”):
1Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) will take place at 11:00 a.m. Eastern Standard Time at the offices of Squire Xxxxxx Xxxxx (US) LLP, on a date which shall be no later than the first business day of the month after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in ARTICLE VII hereof (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver thereof), or such other date or time mutually agreed in writing by the parties (the “Closing Date”).
1Closing. The initial purchase and sale of the Shares, to certain of the Purchasers listed on Exhibit A (the “Initial Closing”) shall take place at such time and place as the Company and the Purchasers mutually agree upon, orally or in writing. In the event there is more than one closing, the term “Closing” shall apply to each closing unless otherwise specified. The Closings shall be effected remotely, by the electronic exchange of documents and signatures. At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser against payment of the purchase price therefor by wire transfer as set forth on Exhibit A. The Company shall deliver to the Purchaser a certificate representing the purchased Shares at the Closing. The date on which the Initial Closing occurs is sometimes referred to herein as the “Closing Date.”
1Closing. On the terms and subject to the conditions set forth in this Agreement, the closing of the Merger (the “Closing”) shall take place on a date mutually agreed to by the Parties which will coordinate with the date scheduled with Buyer’s data processor for the conversion of Seller’s data, but no earlier than five (5) business days after the satisfaction or waiver (subject to applicable law) of the latest to occur of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied or waived at the Closing), unless extended by mutual agreement of the Parties (the “Closing Date”).
1Closing. The closing of the sale and purchase of the Notes (the "Closing") shall be held on the Effective Date, or at such other time as the Company and Purchasers may mutually agree (such date is hereinafter referred to as the "Closing Date").
