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 initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m., on April, 2014, 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 “Initial 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, by cancellation or conversion of indebtedness of the Company to Purchaser, including interest, 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. The purchase and sale of the Purchased Shares (the "CLOSING") shall take place at the offices of Zellermayer, Pelossof & Co., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Israel on the fifth (5th) Business Day following the closing date of the IPO or, if later, upon satisfaction or waiver by the Company and the Purchaser of each of the conditions set forth in Sections 5 and 6 (the "CLOSING DATE"). At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and none of them shall be completed or deemed to be completed until all shall have occurred:
(a) The Company shall deliver to the Purchaser an officer's certificate, signed by the Chief Financial Officer of the Company in the form attached as EXHIBIT A hereto (the "OFFICER'S CERTIFICATE") certifying the number of shares to be issued to the Purchaser at the Closing.
(b) The Company shall deliver to the Purchaser a certified copy of a resolution of the Board of Directors of the Company issuing and allotting the Purchased Shares to the Purchaser.
(c) The Company shall register the Purchaser in its register of shareholders as the owner of the Purchased Shares and shall instruct the stock transfer agent of the Ordinary Shares to issue to the Purchaser a validly executed share certificate representing the Purchased Shares promptly following the Closing.
(d) The Company shall deliver to the Purchaser a duly executed certificate of confirmation from the Secretary of the Company certifying that the Purchaser has been duly registered in the shareholders' register of the Company as the owner of the Purchased Shares.
(e) In consideration for the issuance and sale of the Purchased Shares, the Purchaser shall transfer to the Company the Purchase Price by wire transfer in immediately available funds to the Company's bank account at Bank Leumi, Branch 876, Account No. 121300/63 (or to such other account as the Company shall designate in writing to the Purchaser no less than three (3) Business Days prior to the Closing Date).
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. The purchase and sale of the Notes 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 such closing (including the initial closing), unless otherwise specified herein. At each Closing, the Company shall deliver to each Purchaser the Note to be purchased by such Purchaser against (1) payment of the purchase price therefore by check payable to the Company or by wire transfer to a bank designated by the Company and (2) delivery of counterpart signature pages to this Agreement and the Note. Until the earlier of such time as the aggregate amount of face principal indebtedness evidenced by the Notes equals a total of $5,000,000 or October 5, 2012, provided, the Company may extend such date up to three (3) additional thirty (30) day periods in its sole discretion without notice to investors, the Company may sell additional Notes to such persons or entities as determined by the Company, or to any Purchaser who desires to acquire additional Notes. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional purchaser so acquiring Notes shall be deemed to be a “Purchaser” for purposes of this Agreement, and any notes so acquired by such additional purchaser shall be deemed to be “Notes”. At each Closing, the Parties shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit C (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the Securities Act and the rules and regulations promulgated thereunder, and applicable state securities laws.
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.