Common use of Closing; Delivery of Shares Clause in Contracts

Closing; Delivery of Shares. The closing of the sale of Preferred Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the concurrent consummation of the Transaction (the “Transaction Closing”). The Closing shall occur on the date of, and immediately prior to and conditioned upon the effectiveness of the Transaction Closing. At least five (5) Business Days (as defined below) before the anticipated Closing Date, the Company shall deliver written notice to the Subscriber (the “Closing Notice”) specifying (a) the anticipated Closing Date and (b) the wire instructions for delivery of the Purchase Price to the Company. No later than two (2) Business Days prior to the anticipated Closing Date as set forth in the Closing Notice, the Subscriber shall deliver the Purchase Price for the Preferred Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice (which account shall be segregated from other accounts maintained by the Company), such funds to be held by the Company in escrow until the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in Section 3, the Company shall deliver to the Subscriber (i) at the Closing, the Preferred Shares in book entry form, free and clear of any restrictions (other than those arising under this Subscription Agreement or applicable securities laws) in the name of the Subscriber (or its nominee or custodian in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to the Subscriber of the Preferred Shares on and as of the Closing Date. Promptly upon request and in any event no later than two (2) Business Days prior to the Closing, the Subscriber shall deliver all such other information as is reasonably requested in order for the Company to issue the Preferred Shares to the Subscriber, including, without limitation, the legal name of the person in whose name the Preferred Shares are to be issued (or the Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the entire Purchase Price so delivered by the Subscriber to the Company by wire transfer in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 8 herein, the Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to the Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction of the conditions set forth in Section 3. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for business.

Closing; Delivery of Shares. a. The closing of the sale of Preferred Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”)Transaction. The Closing shall occur on the date of, and immediately prior to and conditioned upon to, the effectiveness consummation of the Transaction ClosingTransaction. At least Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) not less than five (5) Business Days business days’ written notice (as defined belowwhich may be via email) before the anticipated Closing Date, from (or on behalf of) the Company shall deliver written notice to the Subscriber undersigned (the “Closing Notice”) specifying (a) ), which Closing Notice shall contain the anticipated Closing Date and (b) Company’s wire instructions, that the wire instructions for delivery Company reasonably expects the closing of the Purchase Price Transaction to occur on a date that is not less than five (5) business days from the Company. No later than two (2) Business Days prior to the anticipated Closing Date as set forth in date of the Closing Notice, the Subscriber undersigned shall deliver to the Company on the closing date specified in the Closing Notice (the “Closing Date”) the Purchase Price for the Preferred Shares subscribed by wire transfer of U.S. United States dollars in immediately available funds to the account specified by the Company in the Closing Notice (which account shall be segregated from other accounts maintained by against delivery to the Company), such funds to be held by the Company in escrow until the Closing. Upon satisfaction (or, if applicable, waiver) undersigned of the conditions set forth in Section 3, the Company shall deliver to the Subscriber (i) at the Closing, the Preferred Shares in book entry formShares, free and clear of any liens or other restrictions whatsoever (other than those arising under this state or federal securities laws), in book-entry form as set forth in Section 2(b) below. This Subscription Agreement shall terminate and be of no further force or applicable securities laws) effect, without any liability to either party hereto, if the Company notifies the undersigned in writing that it has abandoned its plans to move forward with the name of the Subscriber (or its nominee or custodian in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance Transaction prior to the Subscriber of the Preferred Shares on and as of the Closing Date. Promptly upon request and in any event no later than two (2) Business Days prior to If, within one business day following the Closing, the Subscriber shall deliver all such other information as is reasonably requested in order for the Company to issue the Preferred Shares to the Subscriber, including, without limitation, the legal name of the person in whose name the Preferred Shares are to be issued (or the Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriberoccur, the Company shall promptly (but in no event not later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Noticetwo business days thereafter) return the entire Purchase Price so delivered by to the Subscriber undersigned, and the undersigned shall return its Shares to the Company by wire transfer in immediately available funds to the account specified by the Subscriberfor cancellation. For purposes of this Agreement, and “business day” shall mean any book entries shall be deemed cancelled. Notwithstanding such return or cancellation day other than (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 to be satisfied Saturday or waived on Sunday or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 8 herein, the Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to the Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction of the conditions set forth in Section 3. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks the banking institutions located in New York, New York are permitted or required by law, executive order or authorized by law governmental decree to be closed for businessremain closed.

Closing; Delivery of Shares. The closing of the sale of Preferred Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Closing shall occur on the date of, and immediately prior to and conditioned upon the effectiveness of concurrently with, the Transaction Closing. At least five (5) Business Days business days (as defined below) before the anticipated Closing Date, the Company shall deliver written notice to the Subscriber (the “Closing Notice”) specifying (ai) the anticipated Closing Date and (bii) the wire instructions for delivery of the Purchase Price to the Company or, at the election of the Company, to an escrow account mutually agreeable to the Company and the Placement Agents (“Escrow Account”). No later than two (2) Business Days prior to the anticipated Closing Date as set forth in business days after receiving the Closing Notice, the Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Shares to the Subscriber. The Subscriber shall deliver to the Company, or the Escrow Account if applicable, on or prior to 8:00 a.m. (Eastern time) (or as soon as practicable after the Company or its transfer agent delivers evidence of the issuance to Subscriber of the Shares on and as of the Closing Date) on the Closing Date the Purchase Price for the Preferred Shares by in cash via wire transfer of U.S. dollars in immediately available funds to the account specified by the Company in the Closing Notice (which account shall be segregated from other accounts maintained by the Company), such funds to be held against delivery by the Company in escrow until to Subscriber and/or the Closing. Upon satisfaction (or, if applicable, waiver) surrender of the conditions set forth in Section 3, the Company shall deliver Bridge Notes pursuant to the Subscriber terms thereunder of (i) at the Closing, the Preferred Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement state or applicable federal securities laws) ), in the name of the Subscriber (or its nominee or custodian in accordance with its delivery instructions)) or to a custodian designated by the Subscriber, as applicable, and (ii) as promptly as practicable after the Closing, evidence written notice from the Company’s Company or its transfer agent of evidencing the issuance to the Subscriber of the Preferred Shares on and as of the Closing Date. Promptly upon request and in any event no later than two (2) Business Days prior to the Closing, the Subscriber shall deliver all such other information as is reasonably requested in order for the Company to issue the Preferred Shares to the Subscriber, including, without limitation, the legal name of the person in whose name the Preferred Shares are to be issued (or the Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. In the event that the consummation of the Transaction does not occur within five three (53) Business Days business day after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriber, the Company shall promptly (but in no event later than seven five (75) Business Days business days after the anticipated Closing Date specified in the Closing Notice) return the entire Purchase Price funds so delivered by the Subscriber to the Company Company, or Escrow Account if applicable, by wire transfer in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 8 herein, the Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to the Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction of the conditions set forth in Section 3. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for business.

Closing; Delivery of Shares. a. The closing of the sale Offering of Preferred Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the concurrent consummation of the Transaction (the “Transaction Closing”)Business Combination. The Closing shall occur on the date of, and immediately prior to and conditioned upon the effectiveness of the Transaction Closingconsummation of the Business Combination. At least Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) not less than five (5) Business Days (as defined below) before the anticipated Closing Date, the Company shall deliver business days’ written notice (which may be via email) from (or on behalf of) Holdco to the Subscriber (the “Closing Notice”) specifying (a) ), which Closing Notice shall contain Holdco’s wire instructions, that Holdco reasonably expects the anticipated Closing Date and (b) the wire instructions for delivery closing of the Purchase Price Business Combination to occur on a date that is not less than five (5) business days from the Company. No later than two (2) Business Days prior to the anticipated Closing Date as set forth in date of the Closing Notice, the Subscriber shall deliver to Holdco, no later than two (2) business days’ prior to the closing date specified in the Closing Notice (the “Closing Date”) the Purchase Price for the Preferred Shares subscribed by wire transfer of U.S. United States dollars in immediately available funds to the account specified by the Company Holdco in the Closing Notice (which account shall be segregated from other accounts maintained by the Company), such funds to be held by the Company in escrow until the Closing. Upon satisfaction (or, if applicable, waiver) of the conditions set forth in Section 3, the Company shall deliver against delivery to the Subscriber (i) at of the Closing, the Preferred Shares in book entry formShares, free and clear of any liens or other restrictions whatsoever (other than those arising under this state or federal securities laws), in book-entry form as set forth in Section 2(b) below. This Subscription Agreement shall terminate and be of no further force or applicable securities laws) in the name of effect, without any liability to either party hereto, if Holdco notifies the Subscriber (or in writing that it has abandoned its nominee or custodian in accordance plans to move forward with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance Business Combination prior to the Subscriber of the Preferred Shares on and as of the Closing Date. Promptly upon request and in any event no If, within three (3) business days following the Closing Date, the consummation of the Business Combination does not occur, Holdco shall promptly (but not later than two (2) Business Days prior to business days thereafter) return the Closing, the Subscriber shall deliver all such other information as is reasonably requested in order for the Company to issue the Preferred Shares Purchase Price to the Subscriber, including, without limitation, the legal name of the person in whose name the Preferred Shares are to be issued (or the Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the SubscriberShares, the Company shall promptly (but in no event later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the entire Purchase Price so delivered by the Subscriber to the Company by wire transfer in immediately available funds to the account specified by the Subscriberif issued, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation return, (xi) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 to be satisfied or waived on or prior to the Closing Date, Date and (yii) unless and until this Subscription Agreement is terminated in accordance with Section 8 hereinhereof, the Subscriber shall remain obligated (A) to redeliver funds to the Company following the CompanyHoldco’s delivery to the Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction or waiver of the conditions set forth in Section 3. For the purposes of this Subscription Agreement, “Business Daybusiness day” means shall mean any day other than (x) a Saturday or Sunday, Sunday or any other (y) a day on which banks the banking institutions located in New York, New York are permitted or required by law, executive order or authorized by law governmental decree to be closed for businessremain closed.

Closing; Delivery of Shares. a. The closing of the sale of Preferred Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”)Transaction. The Closing shall occur on the date of, and immediately prior to and conditioned upon to, the effectiveness consummation of the Transaction ClosingTransaction. At least Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) not less than five (5) Business Days business days’ written notice (as defined belowwhich may be via email) before the anticipated Closing Date, from (or on behalf of) the Company shall deliver written notice to the Subscriber undersigned (the “Closing Notice”) specifying (a) ), which Closing Notice shall contain the anticipated Closing Date and (b) Company’s wire instructions, that the wire instructions for delivery Company reasonably expects the closing of the Purchase Price Transaction to occur on a date that is not less than five (5) business days from the Company. No later than two (2) Business Days prior to the anticipated Closing Date as set forth in date of the Closing Notice, the Subscriber undersigned shall deliver to the Company on the closing date specified in the Closing Notice (the “Closing Date”) the Purchase Price for the Preferred Shares subscribed by wire transfer of U.S. United States dollars in immediately available funds to the account specified by the Company in the Closing Notice (which account shall be segregated from other accounts maintained by against delivery to the Company), such funds to be held by the Company in escrow until the Closing. Upon satisfaction (or, if applicable, waiver) undersigned of the conditions set forth in Section 3, the Company shall deliver to the Subscriber (i) at the Closing, the Preferred Shares in book entry formShares, free and clear of any liens or other restrictions whatsoever (other than those arising under this state or federal securities laws), in book-entry form as set forth in Section 2(b) below. This Subscription Agreement shall terminate and be of no further force or applicable securities laws) effect, without any liability to either party hereto, if the Company notifies the undersigned in writing that it has abandoned its plans to move forward with the name of the Subscriber (or its nominee or custodian in accordance with its delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance Transaction prior to the Subscriber of the Preferred Shares on and as of the Closing Date. Promptly upon request and in any event no later than two (2) Business Days prior to If, within one business day following the Closing, the Subscriber shall deliver all such other information as is reasonably requested in order for the Company to issue the Preferred Shares to the Subscriber, including, without limitation, the legal name of the person in whose name the Preferred Shares are to be issued (or the Subscriber’s nominee in accordance with its delivery instructions) and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. In the event that the consummation of the Transaction does not occur within five (5) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Company and the Subscriberoccur, the Company shall promptly (but in no event later than seven (7) Business Days after the anticipated Closing Date specified in the Closing Notice) return the entire Purchase Price so delivered by to the Subscriber undersigned, and the undersigned shall return its Shares to the Company by wire transfer in immediately available funds to the account specified by the Subscriber, and any book entries shall be deemed cancelled. Notwithstanding such return or cancellation (x) a failure to close on the anticipated Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in Section 3 to be satisfied or waived on or prior to the Closing Date, and (y) unless and until this Subscription Agreement is terminated in accordance with Section 8 herein, the Subscriber shall remain obligated (A) to redeliver funds to the Company following the Company’s delivery to the Subscriber of a new Closing Notice in accordance with this Section 2 and (B) to consummate the Closing upon satisfaction of the conditions set forth in Section 3. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday or Sunday, or any other day on which banks located in New York, New York are required or authorized by law to be closed for businesscancellation.