Closing; Delivery Sample Clauses
The 'Closing; Delivery' clause defines the procedures and requirements for finalizing a transaction and transferring ownership or possession of the subject matter, such as goods, property, or shares. It typically specifies the date, location, and conditions under which the closing will occur, as well as the documents and payments that must be exchanged between the parties. This clause ensures that both parties understand their obligations at the conclusion of the deal, thereby facilitating a smooth transfer and reducing the risk of disputes regarding the completion of the transaction.
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Closing; Delivery. The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payab...
Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a “Closing”) shall be held at such time and place as is mutually agreed upon between the parties, but in any event Geron shall make commercially reasonable efforts to accomplish the Closing no later than five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer or its designee and in such denominations as Manufacturer shall specify.
2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer at the Closing shall be subject to the following conditions, which may be waived by Geron:
2.2.1 the covenants and obligations that Manufacturer is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; and
2.2.2 the representations and warranties made by Manufacturer herein shall be true and correct in all material respects as of the Closing Date.
2.3 Manufacturer’s obligation to accept delivery of the stock certificate(s) representing the Shares at the Closing shall be subject to the following conditions, any one or more of which may be waived by Manufacturer:
2.3.1 the covenants and obligations that Geron is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects;
2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to Manufacturer; and
2.3.3 the representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.
Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect.
(b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”
Closing; Delivery. (a) The purchase and sale of the Initial Shares shall take place remotely via the exchange of documents and signatures, at 12:00 p.m., on October 22, 2007, or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the “First Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified.
(b) At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by check payable to the Company by wire transfer to a bank account designated by the Company, or by any combination of such methods.
Closing; Delivery. (a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures at such other time and place as the Company and the Purchasers mutually agree upon (the “Closing”). The term “Closing” shall apply to each such closing unless otherwise specified.
Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a "Closing") shall be held at such time and place as is mutually agreed upon between the parties, but in any event no later than five (5) business days after the Effective Date of this Agreement (the "Closing Date"). At the Closing, Geron shall deliver to CBSW one or more certificates representing all of the Shares, which Shares shall be issued in the name of CBSW or its designee and in such denominations as CBSW shall specify.
2.2 Geron's obligations to issue and deliver the stock certificate(s) representing the Shares to CBSW at the Closing shall be subject to the following conditions, which may be waived by Geron:
2.2.1 the covenants and obligations that CBSW is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; and
2.2.2 the representations and warranties made by CBSW herein shall be true and correct in all material respects as of the Closing Date.
Closing; Delivery. (a) At or prior to the Closing Date, in accordance with Section 1.1 hereof, Sellers shall deliver or cause to be delivered to Computershare Trust Company, N.A. (“Computershare”), at an address to be designated in writing by the Company, the certificates representing the Purchased Shares to be purchased on the Closing Date, duly and validly endorsed or accompanied by stock powers duly and validly executed in blank and sufficient to convey to the Company good, valid and marketable title in and to such Purchased Shares, free and clear of any and all Liens. At the election of Sellers, Sellers may, in lieu of delivering certificates representing the Purchased Shares to be sold thereby, cause its broker(s) to deliver the applicable Purchased Shares to Computershare through the facilities of the Depository Trust Company’s DWAC system. In the event of such an election, the Company shall deliver a letter to Computershare, in a form reasonably acceptable to Computershare, which letter shall include the broker name, phone number and number of Purchased Shares to be so transferred, instructing Computershare to accept the DWAC. Upon consummation of this Agreement, the Company shall cause Computershare to issue a new stock certificate to the Sellers representing the balance of the Sellers’s unpurchased shares represented by certificates delivered to Computershare by the Sellers.
(b) On the Closing Date, upon confirmation from Computershare that all documents have been delivered in accordance with Section 1.1 and Section 1.5(a) hereof, the Company shall deliver or cause to be delivered to each Seller the Aggregate Purchase Price to be paid to such Seller as set forth on Exhibit A attached hereto, by wire transfer of immediately available funds to the account or accounts designated by each Seller in writing.
(c) Each party hereto further agrees to execute and deliver such other instruments as shall be reasonably requested by a party hereto to consummate the transactions contemplated by this Agreement.
Closing; Delivery. The closing of the transactions contemplated hereby (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures on the date hereof (the “Closing Date”).
(a) At the Closing, the Company shall deliver or cause to be delivered to the Purchasers:
(i) evidence reasonably acceptable to the Purchasers evidencing the ownership by the Purchasers of the applicable number of shares of Common Stock as contemplated by this Agreement;
(ii) a certificate of good standing of the Company as of a date no earlier than two (2) Business Days prior to the Closing Date;
(iii) counterparts to the Transaction Agreements, duly executed by the Company;
(iv) copies of the resolutions or written consents duly adopted by the Board of Directors and certified by the Company’s secretary authorizing the execution, delivery and performance of this Agreement and the other Transaction Agreements and the transactions contemplated hereby and thereby;
(v) pay, or cause to be paid to the Purchasers, any unpaid portion of the Transaction Expenses; and
(vi) deliver or cause to be delivered any other customary documents or certificates reasonably requested by the Purchasers which are reasonably necessary to give effect to the Closing.
(b) At the Closing:
(i) the Purchasers’ rights with respect to the Accrued Dividends set forth in Exhibit A hereto shall be waived, cancelled and terminated; and
(ii) the Purchasers shall deliver to the Company executed counterpart signature pages to each of the Transaction Agreements to which Purchasers are a party.
(c) Upon completion of the Closing and the issuance of the Shares to the Purchasers, the Purchasers (i) acknowledge that the Accrued Dividends set forth in Exhibit A hereto shall no longer be deemed unpaid, (ii) irrevocably waive any and all of their rights with respect to such Accrued Dividends and (iii) permanently release and discharge the Company from any and all claims, actions, causes or rights, whether known or unknown, contingent or matured, that the Purchasers may now have, or may have in the future, arising out of, or related to, such Accrued Dividends.
Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units shall take place remotely via the exchange of documents and signatures on a day on which the principal trading market for the Company’s common stock is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which time and place are designated as the “Closing” and such date, the “Closing Date”).
(a) On or prior to the Closing, the Company shall deliver to each Investor the following:
(i) this Agreement duly executed by the Company;
(ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor;
(iii) if applicable, a Prefunded Warrant registered in the name of such Investor;
(iv) the appropriate number of $3.50 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto;
(v) the appropriate number of $4.00 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto;
(vi) wire instructions for a bank account designated by the Company.
(b) On or prior to the Closing, each Investor shall deliver to the Company the following:
(i) this Agreement duly executed by such Investor; and
(ii) the Investor’s subscription amount for the Units by wire transfer to the bank account designated by the Company; and
(iii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable.
Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a "Closing") shall be held at such time and place as is mutually agreed upon between the parties, but in any event Geron shall make commercially reasonable efforts to accomplish the Closing no later than three (3) business days after the Effective Date hereof (the "Closing Date"). At the Closing, Geron shall deliver to Manufacturer one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer or its designee and in such denominations as Manufacturer shall specify.
2.2 Geron's obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer at the Closing shall be subject to the following conditions, which may be waived by Geron:
2.2.1 the covenants and obligations that Manufacturer is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; and
2.2.2 the representations and warranties made by Manufacturer herein shall be true and correct in all material respects as of the Closing Date.