Common use of 2Closing Clause in Contracts

2Closing. Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser agrees, severally and not jointly, to purchase, at the Closing (a) a Note having a principal amount equal to the Initial Principal Amount applicable to such Purchaser, and (b) a Warrant having the number of Warrant Shares applicable to such Purchaser, in each case, as set forth on Schedule I. At the Closing, such Purchaser shall deliver to the Company, via wire transfer to an account designated by the Company, immediately available Dollars equal to such Purchaser’s Subscription Amount, and the Company shall deliver to such Purchaser its Notes and Warrants, as set forth in Section 2.3(a), and the Company and such Purchaser shall deliver to each other the other items set forth in Section 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for Closing, such Closing shall occur remotely by electronic exchange of Closing documentation. Notwithstanding anything herein to the contrary, if the Closing Date does not occur within five (5) Business Days of the date hereof, this Agreement shall terminate and be null and void. It is the parties’ intention that all the transactions described in the preamble to this Agreement close simultaneously; to this end, the parties agree that their counsel may, among other things, hold documents in escrow pending the closing of the other transactions under the Merger Transaction Documents. If all of the transactions contemplated by the Merger Transaction Documents do not close as contemplated hereby and thereby on their unamended and unwaived terms unless approved by each Purchaser then each Purchaser, at its sole option and in its sole discretion, may terminate this Agreement on notice to the Company with respect to such Purchaser. In such event, the Company shall be obligated to fulfill its covenants hereunder, including, without limitation, its indemnification obligations and obligation to pay Purchasers’ fees and expenses, which by their terms survive the termination of this Agreement.

2Closing. Upon Subject to the terms and subject to satisfaction or waiver of the conditions set forth hereinin Section 6 of this Agreement, the Company agrees to sell, closing of the purchase and each Purchaser agrees, severally sale of the Securities (the “Closing” and not jointly, to purchase, at the date on which the Closing occurs, the “Closing Date”) shall occur remotely via the exchange of documents and signatures at such time as agreed to by the Company and the Investors but (ai) a Note having a principal amount equal to in no event earlier than the Initial Principal Amount applicable to such Purchaser, first Business Day after the date of this Agreement and (bii) a Warrant having in no event later than the number fifth Business Day after the date of Warrant Shares applicable to such Purchaser, in each case, as set forth on Schedule I. this Agreement. At the Closing, the Shares shall be issued and registered in the name of the Investor, or in such Purchaser shall deliver to the Company, via wire transfer to an account nominee name(s) as designated by such Investor, representing the Company, immediately available Dollars equal number of Shares to be purchased by the Investor at such Purchaser’s Subscription Amount, and the Company shall deliver to such Purchaser its Notes and Warrants, Closing as set forth in Exhibit A against payment to the Company of the purchase price therefor in full, by wire transfer to the Company of immediately available funds, at or prior to the Closing, in accordance with wire instructions provided by the Company to the Investors no less than one Business Day prior to the Closing. On the Closing Date, the Company will cause the Transfer Agent to issue the Shares in book-entry form, free and clear of all restrictive and other legends (except as expressly provided in Section 2.3(a4.10). In the event that the Closing has not occurred within one Business Day after the expected Closing Date, and unless otherwise agreed by the Company and such Purchaser shall deliver to each other the other items set forth in Section 2.3 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and 2.4 for Closing, such Closing shall occur remotely by electronic exchange of Closing documentation. Notwithstanding anything herein to the contrary, if the Closing Date does not occur within five (5) Business Days of the date hereof, this Agreement shall terminate and be null and void. It is the parties’ intention that all the transactions described in the preamble to this Agreement close simultaneously; to this end, the parties agree that their counsel may, among other things, hold documents in escrow pending the closing of the other transactions under the Merger Transaction Documents. If all of the transactions contemplated by the Merger Transaction Documents do not close as contemplated hereby and thereby on their unamended and unwaived terms unless approved by each Purchaser then each Purchaser, at its sole option and in its sole discretion, may terminate this Agreement on notice to the Company with respect to such Purchaser. In such eventInvestor, the Company shall promptly (but no later than one Business Day thereafter) return the previously wired amounts to each respective Investor by wire transfer of United States dollars in immediately available funds to the account specified by each Investor, and any book entries for the Securities shall be obligated deemed cancelled; provided that, unless this Agreement has been terminated pursuant to fulfill Section 7, such return of funds shall not terminate this Agreement or relieve such Investor of its covenants hereunder, including, without limitation, its indemnification obligations and obligation to pay Purchasers’ fees purchase, or the Company of its obligation to issue and expensessell, which by their terms survive the termination of this AgreementSecurities at the Closing.