Common use of Assignment; Closing Clause in Contracts

Assignment; Closing. (a) Upon the terms and subject to the conditions set forth herein, the Assignor agrees that, on the Closing Date, it shall assign to the Assignee the Shares and all its right, title and interest in and to the Shares, with the benefit of all rights attaching to the Shares at any time on or after the Closing Date, including all rights to dividends, distributions or any return of capital, and the Assignee will assume all of the Assignor’s obligations relating to the Shares (collectively, the “Assignment” and together with the other transactions contemplated by this Agreement and the Promissory Note, the “Transactions”). In consideration for the Assignment, the Assignee shall issue the Promissory Note. The consummation of the Transactions (the “Closing”) shall take place remotely by the mutual exchange of documents and signatures (or their electronic counterparts) at 10:00 a.m. (New York time) on the second business day (the “Closing Date”) following the satisfaction or, to the extent permitted by applicable law, waiver of all of the conditions set forth in Section 1.2 (other than those conditions that by their nature are to be satisfied at the Closing) or at such other time and place as the Assignor and Assignee mutually may agree upon in writing.

Assignment; Closing. (a) Upon the terms and subject to the conditions set forth herein, the Assignor agrees that, on the Closing Date, it shall assign to the Assignee the Shares and all its right, title and interest in and to the Shares, with the benefit of all rights attaching to the Shares at any time on or after the Closing Date, including all rights to dividends, distributions or any return of capital, and the Assignee will assume all of the Assignor’s obligations relating to the Shares (collectively, the “Assignment” and together with the other transactions contemplated by this Agreement and the Promissory Note, the “Transactions”). In consideration for the Assignment, the prepaid deposit of $10,000,000 shall be applied and the Assignee shall issue the Promissory Note. The consummation of the Transactions (the “Closing”) shall take place remotely by the mutual exchange of documents and signatures (or their electronic counterparts) at 10:00 a.m. (New York time) on the second business day (the “Closing Date”) following the satisfaction or, to the extent permitted by applicable law, waiver of all of the conditions set forth in Section 1.2 (other than those conditions that by their nature are to be satisfied at the Closing) or at such other time and place as the Assignor and Assignee mutually may agree upon in writing.