Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 4 contracts
Samples: Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (Adagio Medical Holdings, Inc.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”, and the date on which the Closing actually occurs, the “Closing Date”) is contingent upon the consummation of the Domestication and the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, substantially concurrently with and substantially concurrent with be conditioned upon the effectiveness of the Transaction (the date the Closing so occursof, the “Closing Date”)Transaction. Upon delivery of written notice from (or on behalf of) ListCo SPAC to the Investor (the “Closing Notice”), ) that ListCo SPAC reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoSPAC, three (3) business days prior to the anticipated closing date Closing Date specified in the Closing NoticeNotice (the “Scheduled Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo SPAC in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Shares to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities Shares shall be issued to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to shall be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form with restrictive legends in the name of the Investor on ListCoSPAC’s share register; provided, however, that ListCo’s the obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo SPAC having received the Subscription Amount in full accordance with this Section 2. In the event If the Closing does not occur within two ten (210) business days of following the anticipated Scheduled Closing Date specified in the Closing Notice, ListCo SPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount in full to the Investor; provided provided, that, unless this Subscription Agreement has been terminated pursuant to Section 9 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon the delivery by ListCo SPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York are authorized or required by law to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for businesswire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day).
Appears in 4 contracts
Samples: Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp), Subscription Agreement (ESGEN Acquisition Corp)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the a fully executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided. In lieu of paying the Subscription Amount, however, Investor hereby agrees that ListCo’s obligation it shall not exercise its right to issue the PIPE Securities to redeem the Investor is contingent upon ListCo having received ARYA Shares (as defined below) in connection with the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days consummation of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice Transaction in accordance with this Section 216 hereof. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 3 contracts
Samples: Subscription Agreement (Adagio Medical Holdings, Inc.), Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (ARYA Sciences Acquisition Corp IV)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Equity Support Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with on the effectiveness of the Transaction closing date (the date the Closing so occurs, the “Closing Date”)) and is expected to occur substantially concurrently with the Transaction Closing. Upon Subject to the satisfaction or waiver of the conditions set forth in this Section 2 and in Section 3 below, upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor each Subscriber (the “Closing Notice”), that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Closing to be satisfied or waived on a date an expected Closing Date that is not less than five ten (510) business days from the date on which the Closing Notice is delivered to the InvestorSubscribers, the Investor each Subscriber shall deliver to ListCothe Collateral Account, three (3) business days prior to on the anticipated closing date expected Closing Date specified in the Closing Notice, the amount equal to (ix) the number of its Equity Support Shares, multiplied by (y) the Per Share Subscription Amount Price (as applicable to such Subscriber, the “Subscription Amount”) by wire transfer of United States dollars in immediately available funds to the account(sCollateral Account; provided, that, as a condition to each Subscriber’s obligation to deliver the Subscription Amount to the Collateral Account, the Issuer shall have made (i) specified the Collateral Account Deposit minus the Subscription Amount (as evidenced by ListCo in a statement from the Closing Notice (which account shall not be an escrow accountCollateral Account issued by the Securities Intermediary) and (ii) any other information have paid or caused to be paid to each Subscriber an amount in USD (the “Option Premium”) equal to the product of (x) USD 0.10 multiplied by (y) a pro rata portion of 5,000,000, based on the ratio that is reasonably requested the Maximum Subscription Amount of such Subscriber bears to the Total Maximum Subscription Amount, as set forth in Schedule B (the “Option Premium Payment”). On the Closing Date and prior to the release of the Subscription Amount by each Subscriber, the Issuer shall (i) issue the Equity Support Shares against payment of the Subscription Amount to each Subscriber and cause the Equity Support Shares to be registered in book entry form in the Closing Notice name of such Subscriber on the Issuer’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Equity Support Shares, in order accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to such Subscriber evidence of such issuance from the Issuer’s transfer agent (the “Transfer Agent”), (ii) deposit or cause to be deposited each Collateral Account Deposit directly to the Collateral Account (less, for the PIPE Securities avoidance of doubt, the Subscription Amount) , and (iii) pay or cause to be issued paid to each Subscriber the Option Premium Payment. For purposes of this Equity Support Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close. Prior to or at the Closing, each Subscriber shall deliver to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing consummation of the Transaction does not occur within two (2) business days of after the anticipated Closing Date specified in under this Equity Support Agreement, the Closing Notice, ListCo Issuer shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount to each Subscriber by wire transfer of U.S. dollars in immediately available funds to the Investoraccount specified by such Subscriber, and any book entries for the Equity Support Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Equity Support Agreement has been terminated pursuant to Section 9 8 hereof, such return of funds shall not terminate this Subscription Equity Support Agreement or relieve the Investor any Subscriber of its obligation to purchase the PIPE Securities Equity Support Shares at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessClosing.
Appears in 3 contracts
Samples: Equity Support Agreement (TH International LTD), Equity Support Agreement (TH International LTD), Equity Support Agreement (Silver Crest Acquisition Corp)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon shall occur on the substantially concurrent date of, and immediately prior to (but subject to), the consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction Transactions (the date of the Closing so occursClosing, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo the Issuer and the SPAC to the Investor Subscriber (the “Closing Notice”), ) at least ten (10) Business Days prior to the date that ListCo the Issuer and the SPAC reasonably expects expect all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the “Expected Closing Notice is delivered to the InvestorDate”), the Investor Subscriber shall deliver to ListCo, the Issuer no later than three (3) business days Business Days prior to the anticipated closing date specified in Expected Closing Date, the Closing NoticePurchase Price for the Subscribed Shares, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement Issuer and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified SPAC in the Closing Notice, ListCo such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (5th) Business Day after the Expected Closing Date, the Issuer shall promptly (but not no later than three two (32) business days Business Days thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; provided thatClosing Date, unless this Subscription Agreement has been terminated pursuant and (ii) Subscriber shall remain obligated (A) to Section 9 hereof, such return redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the PIPE Securities at consummate the Closing upon satisfaction of the delivery by ListCo of a subsequent Closing Notice conditions set forth in accordance with this Section 23. For purposes At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Subscription AgreementSection 3, “business day” the Issuer shall mean any day other than a Saturday, Sunday issue to Subscriber (or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.the funds and accounts designated by Subscriber if so
Appears in 3 contracts
Samples: Subscription Agreement (Foley Trasimene Acquisition Corp.), Subscription Agreement (Fidelity National Financial, Inc.), Subscription Agreement (Cannae Holdings, Inc.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the Transaction conditions set forth in Section 3 below and (the date the Closing so occurs, the “Closing Date”). Upon b) delivery of written notice from (or on behalf of) ListCo SPAC to the Investor (the “Closing Notice”), that ListCo SPAC reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoSPAC, three (3) business days prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo SPAC in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo SPAC shall issue a number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form, free and clear of all any liens or other restrictions whatsoever (other than those arising under applicable this Subscription Agreement, the organizational documents of SPAC or state or federal securities laws), ) in the name of the Investor (or its nominee in accordance with its delivery instructions) and as promptly as practicable after the Closing, on ListCoand as of the Closing Date, on SPAC’s share register; provided, however, that ListCoSPAC’s obligation to issue the PIPE Securities Shares to the Investor under this Subscription Agreement is contingent upon ListCo SPAC having received the Subscription Amount in full accordance with this Section 2. In the event If the Closing does not occur within two three (23) business days of following the anticipated Closing Date specified in the Closing Notice, ListCo SPAC shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor; provided thatInvestor by wire transfer of United States dollars in immediately available funds, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return and any book entries of funds Shares shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2be deemed cancelled. For purposes of this Subscription Agreement, “business day” shall mean any a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York are authorized or required by law to close for businessclose.
Appears in 3 contracts
Samples: Subscription Agreement (Staton Daniel C), Form of Subscription Agreement (Tailwind Two Acquisition Corp.), Form of Subscription Agreement (Tailwind Two Acquisition Corp.)
Closing. The closing Debentures and Warrants shall be delivered to BUYER and the funds therefor shall be delivered to SELLER on the 22nd day of the saleOctober, purchase and issuance of the PIPE Securities contemplated hereby 1997 (the “"Closing”") is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent or at such time to be mutually agreed in accordance with the effectiveness following procedures. SELLER shall execute the appropriate copies of the Transaction Documents (the date "SELLER'S Closing Documents") and deliver the Closing executed documents to Gowling, Strathy & Hendxxxxx, xxunsel for BUYER, with instructions to hold the documents in trust and not to release the documents to BUYER until advised to do so occurs, by SELLER. BUYER shall execute the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing appropriate copies of the Transaction under Documents (the Transaction Agreement "BUYER'S Closing Documents") and deliver the executed documents to be satisfied or waived on a date Alstxx & Xird, counsel for SELLER, with instructions to hold the documents in trust and not to release the documents to SELLER until advised to do so by BUYER. Immediately after BUYER has confirmed that is not its counsel has received the SELLER'S Closing Documents executed by SELLER, then BUYER shall pay to SELLER the principal amount of the Debentures for which BUYER subscribed (the "Purchase Price"). BUYER shall pay the Purchase Price, less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount all appropriate legal fees and commissions by wire transfer of United States dollars in immediately available funds in accordance with the following instructions: Mellon Bank, Pittsburgh, P.A. ABA# 0430-0000-0 Credit: Merrxxx Xxxcx Acct# 101-1730 For further credit to CytRx Corporation Acct# 701-96D69 On the account(s) specified by ListCo in banking day that SELLER has confirmed that its counsel has received the BUYER'S Closing Notice Documents and is credited with having received the Purchase Price (which account the "Closing Date"), SELLER shall advise BUYER. Immediately thereafter, SELLER shall advise Gowling, Strathy & Hendxxxxx xx release the SELLER'S Closing Documents to BUYER and BUYER shall advise Alstxx & Xird to release the BUYER'S Closing Documents to SELLER. The Transaction Documents shall not be an escrow account) and (ii) any other information that is reasonably requested deemed to have been delivered except in accordance with the procedure described in this Section 4. If the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing Date does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Noticebefore October 23, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount 1997, then either party may terminate this Agreement immediately upon written notice to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant other party and all Transaction Documents shall be deemed to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessbe null and void.
Appears in 3 contracts
Samples: Securities Subscription Agreement (Cytrx Corp), Securities Subscription Agreement (Cytrx Corp), Securities Subscription Agreement (Cytrx Corp)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon shall occur on the substantially concurrent date of, and immediately prior to, the consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with Not less than three (3) Business Days prior to the effectiveness anticipated closing date of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of , the Company shall provide written notice from (or on behalf of) ListCo to the Investor Subscriber (the “Closing Funding Notice”), that ListCo reasonably expects all conditions to the closing ) of the Transaction under anticipated Closing Date, the Transaction Agreement Applicable Purchase Price for the Shares and instructions for wiring the Applicable Purchase Price for the Shares. For the purposes hereof, “Business Day” means a day, other than Saturday, Sunday or such other day on which commercial banks in New York, New York are authorized or required by applicable laws to be satisfied or waived close. No later than 5:00 PM EST on a the date that is not less than five two (52) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days Business Days prior to the anticipated closing date specified Closing Date (and, in any event, no more than one (1) Business Day following the Closing NoticeCompany’s provision of the Funding Notice pursuant to this Section 3.1), (i) Subscriber shall deliver to the Subscription Amount Company the Applicable Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo the Company in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Funding Notice, such funds to be issued to held by the InvestorCompany in escrow until the Closing. At the Closing, includingupon satisfaction (or, without limitationif applicable, waiver) of the conditions set forth in this Section 3, the legal name of the person in whose name such securities are Company shall deliver to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause Subscriber the Shares to be registered in book book-entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount Subscriber (or its nominee in full accordance with this Section 2its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event the Closing closing of the Business Combination does not occur within two (2) business days of the anticipated Closing Date specified in on the Closing NoticeDate, ListCo the Company shall promptly (but not later than three two (32) business days Business Days thereafter) return the Subscription Amount Applicable Purchase Price to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessSubscriber.
Appears in 3 contracts
Samples: Subscription Agreement (Healthcare Merger Corp.), Subscription Agreement (Healthcare Merger Corp.), Subscription Agreement (Healthcare Merger Corp.)
Closing. The closing transactions contemplated by this Agreement shall be consummated (the "Closing") on or before thirty (30) days following the expiration of the sale, purchase and issuance of Feasibility Period or the PIPE Securities contemplated hereby Extended Feasibility Period (the “Closing”) is contingent upon "Closing Date"), at 10:00 o'clock A.M. at the substantially concurrent consummation offices of Sherman, Silverstein, Xxxx, Xxxx & Xxxxxxxx, P.A., 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxx Xxxxxx 00000. Buyer shall have the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date right to extend the Closing so occurs, the “Date for a period of up to thirty (30) days ("Extended Closing Date”"). Upon delivery of , by serving written notice from thereof upon Seller on or before ten (or on behalf of10) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified Closing Date and simultaneously therewith delivering to the Escrow Agent, as hereinafter defined, the Third Deposit required by Paragraph 2(a)(ii). The said time for Closing as well as all other times for performance set forth in this Agreement are hereby agreed to be of the essence of this Agreement. Tender of an executed Deed is hereby waived. Immediately prior to the Closing Notice, (i) Date or the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Extended Closing Date, ListCo Buyer shall issue a number of PIPE Securities have the right to close the Investor set forth on loan (the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws"Purchase Money Mortgage Loan"), in the name if any, which is financing a portion of the Investor on ListCo’s share register; providedPurchase Price, however, that ListCo’s obligation to issue at a place designated by the PIPE Securities to lender (the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2"Purchase Money Lender") business days of the anticipated Closing Date specified in Purchase Money Mortgage Loan, if required as a condition of closing the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return Purchase Money Mortgage Loan by the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessPurchase Money Lender.
Appears in 3 contracts
Samples: Agreement of Sale (Clover Income Properties L P), Agreement of Sale (Clover Income Properties Iii Lp), Agreement of Sale (Clover Income Properties Ii L P)
Closing. The If all conditions contained in Section 7.03 are satisfied, the Lender shall cause the Collateral Release Property to be released from the Collateral Pool, at a closing to be held at offices designated by the Lender on a Closing Date selected by the Lender, and occurring within 30 days after the Lender’s receipt of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from Collateral Release Request (or on behalf of) ListCo such other date to which the Borrower and the Lender may agree, provided that in any Calendar Quarter, the Closing Date for any release shall be on the same day as the Closing Date of any addition of an Additional Mortgaged Property to the Investor (Collateral Pool pursuant to Article VI of this Agreement or any increase in the “Closing Notice”Credit Facility pursuant to Article VIII of this Agreement), that ListCo reasonably expects by executing and delivering, and causing all conditions applicable parties to execute and deliver, all at the closing sole cost and expense of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorBorrower, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws)instruments, in the name form customarily used by the Lender and reasonably satisfactory to the Title Company for releases in the jurisdiction governing the perfection of the Investor security interest being released, releasing the applicable Security Instrument as a Lien on ListCo’s share register; providedthe Collateral Release Property, however, that ListCo’s obligation to issue and UCC-3 Termination Statements terminating the PIPE Securities UCC-1 Financing Statements perfecting a Lien on the portion of the Collateral Release Property comprised of personal property and such other documents and instruments as the Borrower may reasonably request evidencing the release of the applicable Collateral from any lien securing the Obligations (including a termination of any restriction on the use of any accounts relating to the Investor is contingent upon ListCo having received Collateral Release Property) and the Subscription Amount in full accordance with this Section 2release and return to the Borrower of any and all escrowed amounts relating thereto. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified The instruments referred to in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return preceding sentence are referred to in this Article as the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessCollateral Release Documents.”
Appears in 3 contracts
Samples: Master Credit Facility Agreement (United Dominion Realty Trust Inc), Master Credit Facility Agreement (United Dominion Realty Trust Inc), Master Credit Facility Agreement (United Dominion Realty Trust Inc)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (At or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in Pricing, the Closing Notice, parties shall take all actions necessary to prepare to (i) effect the Subscription Amount transfer and delivery of the shares of Company Stock as contemplated by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) Section 1 hereof and (ii) any other information that is reasonably requested in effect the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name delivery of the person consideration referred to in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerSection 2 hereof; provided, however, that ListCo’s obligation such actions shall not include the actual completion of the transfer and delivery of the shares of Company Stock or the delivery of the consideration by certified check(s) or wire transfer(s) referred to issue in Section 2 hereof, each of which actions shall only be taken upon the PIPE Securities Funding and Consummation Date as herein provided. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Xxxxxxx Xxxxxx L.L.P., 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000. On the Funding and Consummation Date (x) all transactions contemplated by this Agreement, including the delivery of the shares of Company Stock and the delivery of shares of QSI Stock and certified check(s) or wire transfer(s) in an amount equal to the Investor is contingent upon ListCo having received cash portion of the Subscription Amount consideration which the Stockholders shall be entitled to receive pursuant to Section 2 hereof shall occur and (y) the closing with respect to the IPO shall be completed. The date on which the actions described in full accordance the preceding clauses (x) and (y) occur shall be referred to as the "Funding and Consummation Date." Except as provided in Sections 7 and 8 hereof with this Section 2. In respect to actions to be taken on the event Funding and Consummation Date, during the period from the Closing does Date to the Funding and Consummation Date this Agreement may only be terminated by a party if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such agreement. This Agreement shall in any event terminate if the Funding and Consummation Date has not occur occurred within two (2) 15 business days of the anticipated Closing Date specified in Date. Time is of the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessessence.
Appears in 3 contracts
Samples: Agreement and Plan of Organization (Quanta Services Inc), Agreement and Plan of Organization (Quanta Services Inc), Agreement and Plan of Organization (Quanta Services Inc)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount Additional Cash by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) ), and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, the Company Convertible Notes shall be contributed by the Investor to ListCo, and in consideration for the Subscription Amount ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the deliver a fully executed Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount Additional Cash in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount Additional Cash to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. In the event the Closing does not occur, the Company Convertible Notes shall be deemed not to have been contributed by the Investor to ListCo on the Closing Date and shall remain enforceable obligations against the Company in accordance with their terms. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 3 contracts
Samples: Subscription Agreement (Adagio Medical Holdings, Inc.), Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (Adagio Medical Holdings, Inc.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction on a closing date (the date the Closing so occurs, the “Closing Date”) specified in the Closing Notice (as defined below). Upon delivery of written notice from , which closing shall occur on the same day, and substantially concurrent with, the Acquisition Closing; provided that the Closing shall occur no earlier than immediately after the Initial Merger Effective Time (or on behalf ofas defined in the Business Combination Agreement) ListCo to the Investor (the “Transaction Closing NoticeDate”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not . Not less than five ten (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (310) business days prior to the anticipated closing date specified in Transaction Closing Date, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such anticipated Transaction Closing Date and the Closing NoticeDate. Subscriber shall deliver, (i) as promptly as practicable following receipt of evidence of issuance of the Subscription Amount Shares described below, on the Closing Date the Purchase Price for the Shares by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account specified by ListCo the Issuer in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo shall issue a number of PIPE Securities Date immediately after the Initial Merger Effective Time (as defined in the Business Combination Agreement) and prior to the Investor set forth on delivery of the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause Purchase Price for the Shares by the Subscriber, the Issuer shall deliver to be registered Subscriber (1) the Shares in book entry form, free and clear of all any liens or other restrictions (other than those arising under applicable securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable; and (2) a copy of the Investor records of the Issuer’s transfer agent (the “Transfer Agent”) or other evidence showing Subscriber as the owner of the Shares on ListCo’s share register; provided, however, and as of the Closing Date (it being understood that ListCothe delivery of items (1) and (2) as described in this sentence shall be a condition precedent to Subscriber’s obligation to issue deliver the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2Purchase Price). In the event that the Closing does Subscriber has not occur within two (2) business days of delivered the anticipated Closing Date Purchase Price to the Issuer’s bank account specified in the Closing Notice, ListCo shall promptly Notice within one (but not later than three (31) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has day of such funding having been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice initiated in accordance with this Section 2agreement (or if such Subscriber has not initiated funding of the Purchase Price within one (1) business day of the Closing), any book entries in the name of Subscriber shall be deemed cancelled. For purposes of this Subscription Agreement, “business day” shall mean any day a day, other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York York, the Cayman Islands or Singapore are authorized or required by law to close for businessclose. In the event the Transaction Closing Date does not occur within two (2) business days after the expected Transaction Closing Date, the Issuer shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by Subscriber, and any book entries in the name of Subscriber shall be deemed cancelled; provided that unless this Subscription Agreement has been terminated pursuant to Section 5, such return of funds shall not terminate this Subscription Agreement or relieve Subscriber of its obligation to purchase the Shares at the Closing upon delivery of a new Closing Notice in accordance with the terms of this Section 2.1. Prior to or at Closing, Subscriber shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8.]
Appears in 3 contracts
Samples: Subscription Agreement (Grab Holdings LTD), Subscription Agreement (Altimeter Growth Corp.), Business Combination Agreement
Closing. The With respect to each Acquired Companies Acquisition, subject to the satisfaction of the Closing Conditions applicable to such Acquired Companies Acquisition, or the waiver thereof by the Party entitled to waive the applicable Closing Condition, the closing of the sale, purchase and issuance sale of the PIPE Securities contemplated hereby Interest and the consummation of such Acquired Companies Acquisition (the each, a “Closing”) is contingent upon shall take place at the substantially concurrent consummation offices of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from Seller (or at such other place as the Parties may designate in writing) on behalf ofthe third (3rd) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from Business Day following the date on which all of the applicable Closing Conditions have been satisfied (other than Closing Conditions that by their nature are to be satisfied at the Closing Notice is delivered but subject to the Investorsatisfaction or waiver of such Closing Conditions) or waived by the Party entitled to waive the applicable Closing Condition, unless another date is agreed to in writing by Purchaser and Seller. Unless otherwise agreed by the Parties in writing, the Investor Closing shall deliver be deemed effective and all right, title and interest of Seller in the applicable Interest to ListCobe acquired by Purchaser shall be considered to have passed to Purchaser as of 12:01 a.m. Eastern Time on the Closing Date. The Closing of any Acquired Companies Acquisition may occur simultaneously with the Closing or Closings of one or more other Acquired Companies Acquisitions or the Closings of one or more Acquired Companies Acquisitions may occur on separate Closing Dates, three (3) business days subject in each case to each Closing occurring prior to the anticipated closing date specified in termination of this Agreement or, if applicable, the partial termination of this Agreement with respect to the Acquired Companies Acquisition with respect to which the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds is to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessoccur.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (NextEra Energy Partners, LP), Purchase and Sale Agreement, Purchase and Sale Agreement (NextEra Energy Partners, LP)
Closing. (a) The closing of the sale, purchase and issuance of the PIPE Securities sale transaction contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing in this Agreement shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (on the date and in the Closing so occurs, manner specified in the Basic Terms section of this Agreement (the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo , provided that all conditions precedent to the Investor (Closing have been fulfilled or have been waived in writing by the “Closing Notice”), that ListCo reasonably expects all conditions respective party entitled to waive same. Notwithstanding anything contained in this Agreement to the closing contrary, if any of the Transaction under homes comprising the Transaction Agreement to be satisfied or waived on a date that is not less than Property become vacant at least five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in Closing (the Closing Notice“Vacant Homes”), (iBuyer shall have the right to defer the purchase of the Vacant Homes until such time as Seller enters into a lease for such homes with tenants satisfying qualification standards mutually acceptable to Seller and Buyer, and upon terms reasonably acceptable to Buyer. The closing(s) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Vacant Homes shall occur on a date mutually acceptable to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued Seller and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (Buyer but not later than three fifteen (315) business days thereafter) return after Seller notifies Buyer that the Subscription Amount conditions in the preceding sentence have been satisfied with respect to the Investor; provided thatapplicable Vacant Homes. In such event, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return the amount of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Purchase Price paid by Buyer at the Closing Date and at each subsequent closing of the Vacant Homes thereafter shall be based on the Assigned Home Value of the homes purchased at each respective closing. Further notwithstanding anything contained in this Agreement to the contrary, if Seller fails to enter into a lease for any of the Vacant Homes with tenants that satisfy Buyer’s tenant qualification standards and upon terms acceptable to Buyer within sixty (60) days after the delivery initial Closing Date, Buyer shall have the right to exclude any such Vacant Homes from the transaction contemplated under this Agreement by ListCo of a subsequent Closing Notice delivering written notice to Seller, in accordance which event neither party shall have any further rights or obligations with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required respect to close for businesssuch Vacant Homes.
Appears in 3 contracts
Samples: Real Estate Purchase and Sale Agreement (Reven Housing REIT, Inc.), Real Estate Purchase and Sale Agreement (Reven Housing REIT, Inc.), Single Family Homes (Reven Housing REIT, Inc.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon shall occur on the substantially concurrent date of, and immediately prior to (but subject to), the consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction Transactions (the date of the Closing so occursClosing, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo the Issuer and the SPAC to the Investor Subscriber (the “Closing Notice”), ) at least ten (10) Business Days prior to the date that ListCo the Issuer and the SPAC reasonably expects expect all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the “Expected Closing Notice is delivered to the InvestorDate”), the Investor Subscriber shall deliver to ListCo, the Issuer no later than three (3) business days Business Days prior to the anticipated closing date specified in Expected Closing Date, the Closing NoticePurchase Price for the Subscribed Shares, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo the Issuer and the SPAC in the Closing Notice Notice, such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (which 5th) Business Day after the Expected Closing Date, the Issuer shall promptly (but no later than two (2) Business Days thereafter) return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not not, by itself, be an escrow account) deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) any other information that is reasonably requested in Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing Notice upon satisfaction of the conditions set forth in order for this Section 3. At the PIPE Securities to be issued to Closing, upon satisfaction (or, if applicable, waiver) of the Investor, including, without limitationconditions set forth in this Section 3, the legal name of Issuer shall issue to Subscriber (or the person funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in whose name such securities are accordance with its delivery instructions) or to be issued and a duly executed Internal Revenue Service Form W-9 or W-8custodian designated by Subscriber, as applicable. On applicable the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry formSubscribed Shares, free and clear of all any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in the name register of shareholders of the Investor Issuer (a copy of which showing Subscriber as the owner of the Subscribed Shares on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event and as of the Closing does not occur within two (2) business days of Date shall be provided to Subscriber on the anticipated Closing Date specified in the Closing Notice, ListCo shall or promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2). For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean means any day other than a Saturdaythat, Sunday or a day on which commercial banking institutions in New York, New York York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close for businessclose.
Appears in 3 contracts
Samples: Subscription Agreement (Cannae Holdings, Inc.), Subscription Agreement (Fidelity National Financial, Inc.), Subscription Agreement (Foley Trasimene Acquisition II)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the a fully executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received . In lieu of paying the Subscription Amount in full accordance with this Section 2. In Amount, Investor hereby agrees that it shall not exercise its right to redeem the event number of Class A Shares (as defined below) set forth on the Closing does not occur within two (2) business days signature page hereto, which it currently holds as of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless date of this Subscription Agreement has been terminated pursuant Agreement, prior to Section 9 hereof, such return and in connection with the consummation of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice Transaction in accordance with this Section 216 hereof. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 3 contracts
Samples: Subscription Agreement (Adagio Medical Holdings, Inc.), Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (ARYA Sciences Acquisition Corp IV)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of the Transaction and immediately after the Merger (as defined in the date the Closing so occurs, the “Closing Date”Transaction Agreement). Upon (i) satisfaction or waiver of the conditions set forth in this Section 2 and Section 3 of this Subscription Agreement and (ii) delivery of written notice from (or on behalf of) ListCo FSD to the Investor (the “Closing Notice”), ) that ListCo FSD reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investorundersigned (the “Closing Date”), the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in FSD on the Closing Notice, (i) Date the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo FSD in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities against delivery by FSD to the Investor on the Closing Date (A) the number of Shares set forth on the signature page to of this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all any liens or other restrictions (other than those arising under applicable securities laws), in the name of the Investor on ListCo(or its nominee in accordance with its delivery instructions) or to a custodian designated by the Investor, as applicable, and (B) evidence from FSD’s share register; provided, however, that ListCo’s obligation to issue transfer agent evidencing the PIPE Securities issuance to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event of such Shares on and as of the Closing Date. If the closing of the Transaction does not occur within two (2) business days of the anticipated Closing Date specified in Business Days after the Closing NoticeDate, ListCo FSD shall promptly (but not later than three two (32) business days thereafterBusiness Days after the Closing Date) return the Subscription Amount funds so delivered by the Investor to FSD by wire transfer in immediately available funds to the account specified by the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, (a) any Saturday or Sunday or a (b) any other day on which commercial banking institutions banks in New York, New York and Boston, Massachusetts are authorized or required to close open for the general transaction of business.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (FS Development Corp.), Subscription Agreement (Gemini Therapeutics, Inc. /DE), Subscription Agreement (FS Development Corp.)
Closing. (a) The closing of the sale, purchase and issuance of the PIPE Securities sale contemplated hereby herein shall close (the “Closing”) on June 19, 2013, subject to Purchaser’s and Seller’s right to extend the Closing as provided in Section 9(a)(iii) above. As used herein, the term “Closing” means the date and time that the transaction contemplated by this Agreement is contingent consummated (meaning the time that the Purchase Price and the Deed are exchanged). The parties shall conduct an escrow-style closing through the Escrow Agent so that it will not be necessary for any party to attend the Closing. Provided all conditions precedent to Seller’s obligations hereunder have been satisfied, Seller agrees to convey the Property to Purchaser upon the substantially concurrent consummation confirmation of receipt of the TransactionPurchase Price by the Escrow Agent as set forth below. The Closing shall occur contingent uponProvided all conditions precedent to Purchaser’s obligations hereunder have been satisfied, and substantially concurrent with Purchaser agrees to pay the effectiveness amount specified in Section 3 by timely delivering the same to the Escrow Agent no later than 11:00 A.M. Pacific Time on the day of the Transaction (the date the Closing so occurs, the “Closing Date”)Closing. Upon delivery Closing, Seller will deliver to Purchaser at the Property: originals or, if originals are unavailable, copies, of written notice from (or on behalf of) ListCo the Leases and all service contracts then in effect to the Investor (extent in Seller’s possession; originals or, if originals are unavailable, copies, of the “Closing Notice”)documents listed on Exhibit C, that ListCo reasonably expects all conditions plans and specifications, technical manuals and similar materials for the Improvements to the closing extent same are in Seller’s possession and have not previously been provided to Purchaser; originals or, if originals are unavailable, copies, of all books and records relating to the operation of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered Property and maintained by Seller during Seller’s ownership thereof, to the Investorextent same are in Seller’s possession, the Investor shall deliver to ListCobut excluding Proprietary Materials; originals or, three (3) business days prior if originals are unavailable, copies, of all permits, licenses and approvals relating to the anticipated closing date specified in ownership, use or operation of the Closing NoticeProperty, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo extent same are in the Closing Notice (which account shall not be an escrow account) Seller’s possession; and (ii) any other information that is reasonably requested keys and combinations in the Closing Notice in order for the PIPE Securities to be issued Seller’s possession relating to the Investor, including, without limitation, the legal name operation of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessProperty.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.), Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.), Purchase and Sale Agreement (KBS Real Estate Investment Trust III, Inc.)
Closing. The closing Unless this Agreement shall have been terminated pursuant to Section 8.1 and subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of the saleconditions set forth in Article 7 hereof, purchase and issuance the closing (or if there are Remedial Sites, then the initial closing) of the PIPE Securities contemplated hereby Transactions (the “Closing”) will take place, at 10:00 a.m., on the Closing Date, at the offices of Exxxxxx & Axxxxx, LLP, 2000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000 on the Business Day that is contingent upon the substantially concurrent consummation seventh (7th) Business Day after the date on which all of the Transactionconditions set forth in Article 7 (other than those which require delivery of opinions or documents at the Closing) shall have been satisfied or waived, unless another date, time or place is agreed to in writing by the parties. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice occurs is delivered herein referred to as the “Closing Date.” At the Closing, each of the parties shall deliver such bills of sale, assignments, Special Warranty Deeds, landlord consents, estoppels, assumptions of liabilities, opinions and other instruments and documents as are described in this Agreement or as may be otherwise reasonably requested by the parties and their respective counsel. At Closing, the Initial Purchase Price shall be paid by (a) the Deposit Escrow Agent delivering to the InvestorRemedial Site Escrow Agent, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds or internal book entry, the amount of Escrowed Funds determined in accordance with Section 3.3(d), (b) the Deposit Escrow Agent delivering to Seller, by wire transfer of immediately available funds, the account(sdifference, if any, between (x) specified the amount of Escrowed Funds and (y) the amount of Escrowed Funds deposited or deemed deposited with the Remedial Site Escrow Agent pursuant to clause (a) above and (c) Buyer delivering to Seller, by ListCo wire transfer of immediately available funds, the balance of the Initial Purchase Price. All payments shall be made to such account (or accounts) in the Closing Notice (which account United States as Seller shall not be an escrow account) and (ii) any other information that is reasonably requested designate in the Closing Notice in order for the PIPE Securities written instructions to be issued to the Investor, including, without limitationBuyer, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement Deposit Escrow Agent and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other Remedial Site Escrow Agent not later than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount Business Days prior to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessClosing.
Appears in 3 contracts
Samples: Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (Dobson Communications Corp), Equity Interest Purchase Agreement (American Cellular Corp /De/)
Closing. The closing Subject to Section 4.3, the Closing (the "Closing") of the salepurchase of each Shareholder's Subject Shares referred to in Section 4.1 shall take place on the third (3rd) Business Day after the Purchase Date (the "Share Purchase Closing Date"); provided, purchase and issuance that each of the PIPE Securities contemplated hereby conditions set forth on Annex B shall have been satisfied or waived on such Share Purchase Closing Date. If the conditions set forth on Annex B have not been satisfied or waived on such Share Purchase Closing Date, the Share Purchase Closing Date shall be the third (3rd) Business Day following the “Closing”) is contingent upon the substantially concurrent consummation satisfaction or waiver of the Transactionsuch conditions. The Closing shall occur contingent upontake place at the offices of White & Case LLP, and substantially concurrent with the effectiveness 1155 Avenue of the Transaction (Americas, New York, New York. At the date the Closing so occursClosing, the “Closing Date”). Upon delivery of written notice from (Parent or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall Sub will deliver to ListCoeach Shareholder, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified account designated by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities such Shareholder to be issued Parent or Sub prior to the Investor, including, without limitationClosing, the legal name aggregate purchase price payable in respect of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Subject Shares to be registered in book entry formpurchased from such Shareholder at the Closing and each Shareholder will deliver to Parent or Sub such Subject Shares, free and clear of all liens (Liens, with the certificate or certificates evidencing such Subject Shares being duly endorsed for transfer by such Shareholder and accompanied by all powers of attorney and/or other than those arising under applicable securities laws)instruments necessary to convey valid and unencumbered title thereto to Sub. Each Shareholder will pay all United States federal, state and local transfer taxes that may be payable in connection with the name sale of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation Subject Shares to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessSub.
Appears in 2 contracts
Samples: Principal Shareholders Agreement (Amerada Hess Corp), Principal Shareholders Agreement (Triton Energy LTD)
Closing. (a) The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Subscription Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing Acquisition and shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”)concurrently therewith. Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not Not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated scheduled closing date specified in of the Acquisition (the “Closing Date”), Sable shall provide written notice to Subscriber (the “Closing Notice, ”) of (i) such Closing Date and (ii) the Subscription Amount wire instructions for delivery of the Purchase Price. On the Closing Date, Sable shall deliver, or cause to be delivered, to Subscriber (A) the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (B) a copy of the records of Sable showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date. No less than two (2) business days prior to the Closing Date, Subscriber shall deliver to Sable (1) the Purchase Price for the Acquired Shares by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account specified by ListCo Sable in the Closing Notice, such funds to be held in escrow until the Subscription Closing[, (2) if Sable notifies Subscriber in the Closing Notice that Sable does not intend to consummate the Xxxxxx, a duly executed counterpart of the limited liability company agreement of Sable enclosed herewith (which account shall not be an escrow account) the “Limited Liability Company Agreement”)]1 and (ii3) any other such information that as is reasonably requested in the Closing Notice in order for Sable to cause the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are Acquired Shares to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities delivered to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2Subscriber. In the event the Closing closing of the Acquisition does not occur within two one (21) business days day of the anticipated Closing Date specified Date, unless otherwise 1 Bracketed language is not included in certain Sable PIPE Subscription Agreements agreed to in writing by Sable and the Closing NoticeInvestor, ListCo Sable shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the Investoraccount specified by Subscriber, and any book entries shall be deemed cancelled; provided thatprovided, that unless this Subscription Agreement has been terminated pursuant to Section 9 6 hereof, such return of funds the Purchase Price shall not terminate this the Subscription Agreement or relieve the Investor Subscriber of its obligation to purchase the PIPE Securities Acquired Shares at the Subscription Closing upon the following Sable’s delivery by ListCo to Subscriber of a subsequent new Closing Notice in accordance with this Section 2Notice. For purposes of this Subscription AgreementPrior to the Closing Date, “business day” Subscriber shall mean any day other than deliver to Sable a Saturday, Sunday duly completed and executed Internal Revenue Service Form W-9 or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessappropriate Internal Revenue Service Form W-8.
Appears in 2 contracts
Samples: Subscription Agreement (Flame Acquisition Corp.), Subscription Agreement (Flame Acquisition Corp.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities contemplated hereby Acquired Assets hereunder (the “Closing”) is contingent shall take place at 9:00 a.m. (Eastern time) at the offices of O’Melveny & Mxxxx LLP, Times Square Tower, 7 Times Square, New York, New York, upon five (5) Business Days written notice from Buyer to Seller after the substantially concurrent consummation expiration of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction Due Diligence Period (the date the Closing so occurs, the “Initial Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo , subject to the Investor satisfaction or waiver of the conditions set forth in Article 10 hereof, which Closing shall occur in no event later than November 30, 2005 (the “Closing NoticeTermination Date”), that ListCo reasonably expects all conditions unless another date or place is agreed to in writing upon the closing mutual agreement of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerparties hereto; provided, however, that ListCo’s obligation the parties hereto understand and agree that no such agreement to issue modify the PIPE Securities date or place shall be contemplated or obligatory. At the Closing, the parties shall deliver all funds, documents and instruments required to be delivered pursuant to Article 10 hereof. Notwithstanding the foregoing, the Buyer may elect, in its sole discretion, to extend the Termination Date to December 30, 2005 by notifying Seller in writing of such extension on or before November 25, 2005 (such extension, if any, the “Extension”); provided, however, in the event that Buyer elects the Extension, (i) Buyer shall deposit the Additional Deposit Amount with Escrow Agent and, if prior to the Investor is contingent upon ListCo having received expiration of the Subscription Due Diligence Period, shall cause CWYP to deposit the Original Deposit Amount with Escrow Agent on the date of the Extension (the “Extension Date”) as a deposit against the Purchase Price, (ii) the Additional Deposit Amount shall be included in full accordance with this Section 2. In the Deposit Amount and the Deposit Amount shall total Six Million Dollars ($6,000,000) from, and including, the Extension Date, and (iii) the Deposit Amount shall become non-refundable to Buyer as of the Extension Date and delivered to Seller forthwith as liquidated damages hereunder without demand, deduction, offset or delay in the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless that this Subscription Agreement has been is terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean for any day reason other than a Saturday, Sunday or a day on which commercial banking institutions as otherwise expressly provided in New York, New York are authorized or required to close for businessthis Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Golf Trust of America Inc), Asset Purchase Agreement (Gta-Ib, LLC)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the a fully executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received . In lieu of paying the Subscription Amount in full accordance with this Section 2. In Amount, Investor hereby agrees that it shall not exercise its right to redeem the event number of Class A Shares (as defined below) set forth on the Closing does not occur within two (2) business days signature page hereto, which it currently holds as of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless date of this Subscription Agreement has been terminated pursuant Agreement, prior to Section 9 hereof, such return and in connection with the consummation of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice Transaction in accordance with this Section 215 hereof. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Subscription Agreement (ARYA Sciences Acquisition Corp IV), Subscription Agreement (Adagio Medical Holdings, Inc.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction take place on a date (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo upon which the Buyer shall make Closing Date Payment to the Investor Seller and the Seller shall the Company Shares to the Buyer, duly endorsed for transfer and with the signature of the Seller appropriately notarized. Subject to the satisfaction of the other Conditions to Closing set forth in Section 2, the Parties anticipate that the Closing and the Closing Date shall occur within five business days following (a) the receipt by the Buyer of the “Audited Financial Statements of the Company” (hereinafter defined, and (b) the approval by the United States Securities and Exchange Commission (“SEC”) of the Form 1-A Offering Circular of the Buyer originally filed with the SEC on February 27, 2020 (the “Closing NoticeBuyer Offering Circular”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which .. All transactions at the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, be deemed (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account take place simultaneously, and no transaction shall not be an escrow account) deemed to have been completed and no documents or certificates shall be deemed to have been delivered until all other transactions are completed and all other documents and certificates are delivered and (ii) any other information that is reasonably requested in to have occurred at 12:01 a.m. Pacific Time on the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name date of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableClosing. On Notwithstanding the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws)foregoing, in the name event that the Closing and the Closing Date shall not occur by September 30, 2020 (the “Outside Closing Date”), unless such Outside Closing Date shall be extended by mutual agreement of the Investor Parties, this Agreement shall forthwith terminate and become void and have no effect, without any liability on ListCo’s share registerthe part of any Party hereto or its affiliates, other than for fraud or willful misconduct occurring prior to the Outside Closing Date; provided, however, however that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days agreement is terminated, the Seller shall fully refund, transfer, reimburse or otherwise return the full amount of the anticipated Deposit to Buyer as promptly as possible after the Outside Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.Date,
Appears in 2 contracts
Samples: Share Purchase Agreement (Elegance Brands, Inc.), Share Purchase Agreement (Elegance Brands, Inc.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the closing date of, and substantially concurrent with immediately prior to, the effectiveness consummation of the Transaction (the date the Closing so occurs, the “Closing Date”)Transaction. Upon delivery of not less than three (3) business days’ written notice from (or on behalf of) ListCo the Company to the Investor Subscriber (the “Closing Notice”), ) that ListCo the Company reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five three (53) business days from the date on which of the Closing Notice is delivered to the InvestorNotice, the Investor Subscriber shall deliver to ListCoan independent third party escrow agent to the Closing selected by the Placement Agent and reasonably acceptable to the Company (the “Escrow Agent”), three at least one (31) business days day prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), to be held in escrow until the Closing pursuant to the terms of that certain Escrow Agreement entered into prior to the Closing Date, by and among the Company, the Escrow Agent and the Placement Agent (i) the Subscription Amount “Escrow Agent”), the Purchase Price for the Closing Securities by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo the Escrow Agent in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in against delivery by the Company to Subscriber of the Closing Notice Securities in order for book-entry form (or in certificated form if indicated by the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth Subscriber on the Subscriber’s signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities lawshereto), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in Date, the Closing Notice, ListCo Escrow Agent shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount Purchase Price = to Subscriber otherwise pursuant to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return terms of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Escrow Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Subscription Agreement (Nuvve Holding Corp.), Subscription Agreement (Newborn Acquisition Corp)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities contemplated hereby Preferred Shares (the “Closing”) is contingent shall be conditioned upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction conditions set forth in Section 3 hereof (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo Xxxxxx to the Investor (the “Closing Notice”)) that Xxxxxx has obtained the Shareholder Approval, that ListCo reasonably expects all conditions to the closing and satisfaction of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which conditions set forth in Section 3 hereof, the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days after receiving the Closing Notice (or such other date agreed to in writing by Xxxxxx and the Investor). At the Closing, the Investor shall deliver, by wire transfer of U.S. dollars in immediately available funds to the anticipated Closing Date account specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return an amount equal to the Subscription Purchase Amount to (i) Pagaya and/or (ii) such other account(s) as designated by Xxxxxx, and Pagaya shall issue the Investor; provided that, unless this Subscription Agreement has been terminated pursuant Preferred Shares to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor and cause the Preferred Shares to be registered in book-entry form in the name of the Investor (or its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice nominee in accordance with this Section 2its delivery instructions, as applicable) on Pagaya’s share register. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, a Sunday or a other day on which commercial banking institutions banks in New York, New York or Tel-Aviv, Israel are authorized or required by legal requirements to close for businessclose. Prior to or at the Closing Date, the Investor shall deliver to Pagaya a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. Xxxxxx agrees that the Closing Notice delivered in accordance with this Section 2 shall be executed by a duly elected or appointed, qualified and acting officer of Xxxxxx listed on Schedule C attached hereto, who holds the office set forth opposite the name of such officer as of the date hereof. The signature written opposite the name and title of each officer is the correct and genuine signature of such officer or a true, correct and complete facsimile thereof.
Appears in 2 contracts
Samples: Preferred Shares Purchase Agreement (Pagaya Technologies Ltd.), Preferred Shares Purchase Agreement (Pagaya Technologies Ltd.)
Closing. The Subject to the terms and conditions of this Agreement, the closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby Mergers (the “Closing”) is contingent upon shall take place electronically through the substantially concurrent consummation exchange of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (documents via e-mail or facsimile on the date which is three (3) Business Days after the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or date on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects which all conditions to the closing of the Transaction under the Transaction Agreement set forth in Article IX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waived on a date that is not less than five (5waiver thereof) business days from or such other time and place as Acquiror, the Holdco and SOC may mutually agree in writing. The date on which the Closing Notice actually occurs is delivered referred to in this Agreement as the “Closing Date.” Subject to the Investorsatisfaction or waiver of all of the conditions set forth in Article IX of this Agreement, the Investor shall deliver and provided this Agreement has not theretofore been terminated pursuant to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Noticeits terms, (ia) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On on the Closing Date, ListCo Acquiror shall issue a number cause the Holdco Certificate of PIPE Securities Merger to be executed, acknowledged and filed with the Investor set forth Secretary of State of the State of Delaware as provided in applicable provisions of the DGCL and the Delaware Limited Liability Company Act, and (b) on the signature page to this Subscription AgreementClosing Date, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently Acquiror shall cause the Shares SOC Certificate of Merger to be registered executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in book entry formapplicable provisions of the DGCL and filed with the Secretary of State of the State of Texas as provided in applicable provisions of the Texas Business Organizations Code (provided that SOC and Acquiror shall take such actions as may be necessary to cause the SOC Certificate of Merger not to take effect until immediately following the Holdco Effective Time). At the Effective Time, free and clear of all liens (other than those arising under applicable securities laws), Acquiror shall be renamed “Sable Offshore Corp.” as provided in the name of Acquiror Charter and shall trade publicly on the Investor on ListCo’s share register; providedNYSE under a new ticker symbol mutually selected by Acquiror, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessHoldco and SOC.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sable Offshore Corp.), Agreement and Plan of Merger (Flame Acquisition Corp.)
Closing. The closing consummation of the sale, purchase and issuance of the PIPE Securities contemplated hereby Holding Company Merger (the “Closing”) is contingent upon shall take place on the substantially concurrent consummation second Business Day after the satisfaction or waiver of the Transaction. The conditions set forth in Articles VIII, IX and X, respectively (excluding conditions that, by their nature, cannot be satisfied until, but will be satisfied or waived as of, the Closing shall occur contingent uponDate, and substantially concurrent with but subject to the effectiveness satisfaction or waiver of those conditions), unless this Agreement has been theretofore terminated pursuant to its terms or unless another time or date is agreed to in writing by the parties hereto (the actual date of the Transaction (the date the Closing so occurs, being referred to herein as the “Closing Date”). Upon delivery The Closing shall be held at the offices of written notice from (Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, unless another place is agreed to in writing by the parties hereto. As soon as practicable on or on behalf of) ListCo after the Closing Date, the parties hereto shall cause the Holding Company Merger to be consummated by filing with the Investor Secretary of State of California this Agreement, duly executed, or another agreement of merger complying with Section 1101 of the CGCL (the “Closing NoticeAgreement of Merger”), that ListCo reasonably expects all conditions together with the officers’ certificates prescribed by Section 1103 of the CGCL and by filing with the Secretary of State of Delaware a certificate of merger relating to the closing Holding Company Merger (the “Certificate of Merger”), in such form as required by, and executed in accordance with the Transaction under relevant provisions of, the Transaction Agreement to be satisfied or waived DGCL. The Holding Company Merger shall become effective on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to later of the Investor, the Investor following filings shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, have been completed: (i) the Subscription Amount by wire transfer Agreement of United States dollars in immediately available funds to Merger and officers’ certificates have been duly filed with the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) Secretary of State of California and (ii) any other information that the Certificate of Merger has been duly filed with the Secretary of State of Delaware (the date and time of such filing, or if another date and time is reasonably requested specified in such filing, such specified date and time, being the Closing Notice in order for the PIPE Securities to be issued “Effective Time”). Subject to the Investorprior written consent of the Company (which it shall not unreasonably withhold), Acquiror may, at any time prior to the Effective Time, change the method of effecting the acquisition of the Company and the Company Bank (including, without limitation, the legal name provisions of this Article II and including, without limitation, by electing not to merge the person in whose name Company or Company Bank with Acquiror or any of its existing Subsidiaries, but rather with a merger subsidiary of Acquiror) to the extent permitted by applicable law and if and to the extent it deems such securities are change to be issued and a duly executed Internal Revenue Service Form W-9 necessary, appropriate or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerdesirable; provided, however, that ListCono such change shall (i) alter or change the amount or kind of Merger Consideration, (ii) adversely affect the tax treatment of the Company’s obligation shareholders as a result of receiving the Merger Consideration, (iii) materially impede or delay consummation of the Holding Company Merger or other transactions to issue the PIPE Securities be consummated pursuant to this Agreement, or (iv) otherwise be materially prejudicial to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days interests of the anticipated Closing Date specified in shareholders of the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessCompany.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Foothill Independent Bancorp), Agreement and Plan of Merger (Foothill Independent Bancorp)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the closing date of the Closing so occursTransaction, the “Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo UPTD to the Investor (the “Closing Notice”), ) that ListCo UPTD reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three the Subscription Amount at least two (32) business days prior to the anticipated closing date specified in the expected Closing Notice, (i) the Subscription Amount Date by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo UPTD in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo UPTD shall issue a number of PIPE Securities the Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCo’s the UPTD share register; provided. For purposes of this Subscription Agreement, however“business day” shall mean a day, that ListCo’s obligation other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to issue the PIPE Securities close. Prior to the Closing, Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2shall deliver to UPTD a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days of after the anticipated Closing Date specified in the Closing Noticeunder this Subscription Agreement, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount will be returned to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon Closing, and the Investor shall remain obligated (i) to redeliver funds to UPTD following UPTD’s delivery by ListCo to the Investor of a subsequent new Closing Notice in accordance and (ii) to consummate the Closing substantially concurrently with this Section 2. For purposes the consummation of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessthe Transaction.
Appears in 2 contracts
Samples: Subscription Agreement (TradeUP Acquisition Corp.), Subscription Agreement (TradeUP Acquisition Corp.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (on the date the Closing so occurs, of (the “Closing Date”), and immediately prior to, the consummation of the Transactions. Upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor Subscriber (the “Closing Notice”), ) at least five (5) Business Days prior to the date (the “Expected Date”) that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investorsatisfied, the Investor Subscriber shall deliver to ListCo, three the Issuer at least two (32) business days Business Days prior to the anticipated closing date specified in Closing Date, the Closing NoticePurchase Price for the Shares, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo the Issuer in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Notice, such funds to be issued to held by the InvestorIssuer in escrow until the Closing. At the Closing, includingupon satisfaction (or, without limitationif applicable, waiver) of the conditions set forth in this Section 3, the legal name of the person in whose name such securities are Issuer shall deliver to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause Subscriber (i) the Shares to be registered in book entry form, free and clear of all any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount Subscriber (or its nominee in full accordance with this Section 2its delivery instructions) or to a custodian designated by Subscriber, as applicable and (ii) as promptly as practicable after the Closing, evidence from the Issuer's transfer agent of the issuance to Subscriber of the Shares on and as of the Closing Date. In the event the Closing does not occur within two (2) business days Business Days of the anticipated Closing Date specified in Expected Date, the Closing Notice, ListCo shall promptly (but not later than Issuer will return the Purchase Price to the Subscriber within three (3) business days thereafterBusiness Days of the Expected Date by wire transfer of immediately available funds to an account specified by Subscriber (the “Purchase Price Return”). Notwithstanding the foregoing two sentences, for any Subscriber that informs the Issuer (1) return that it is an investment company registered under the Subscription Amount Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Subscriber shall deliver on the Closing Date the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the Investor; provided thataccount specified by the Issuer in the Closing Notice against delivery by the Issuer to Subscriber of the Shares in book entry form, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return free and clear of funds shall not terminate any liens or other restrictions (other than those arising under this Subscription Agreement or relieve applicable securities laws), in the Investor name of Subscriber (or its obligation nominee in accordance with its delivery instructions) and evidence from the Company’s transfer agent of the issuance to purchase Subscriber of the PIPE Securities Shares on and as of the Closing Date, and shall use commercially reasonable efforts to deliver the Purchase Price at or prior to 10:00 a.m. New York City time (or as soon as practicable following receipt of evidence from the Issuer’s transfer agent of the issuance to Subscriber of the Shares on and as of the Closing Date) on the Closing Date. Notwithstanding the Purchase Price Return (x) a failure to close on the Expected Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this 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 6 hereof, Subscriber shall remain obligated (A) to redeliver funds to the Issuer in escrow (or on the new Closing Date as specified above) following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the delivery by ListCo of a subsequent Closing Notice conditions set forth in accordance with this Section 23. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean means any day other than a Saturday, Sunday or a any other day on which commercial banking institutions banks are required or authorized to close in the State of New York. Any funds held in escrow by the Issuer will be uninvested, New York are authorized and the Subscriber shall not be entitled to any interest earned thereon. Upon delivery of the Shares to Subscriber (or required to close for businessits nominee or custodian, if applicable), the Purchase Price may be released by the Issuer from escrow.
Appears in 2 contracts
Samples: Subscription Agreement (LGL Systems Acquisition Corp.), Subscription Agreement (LGL Systems Acquisition Corp.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the Transaction conditions set forth in Section 3 below and (the date the Closing so occurs, the “Closing Date”). Upon b) delivery of written notice from (or on behalf of) ListCo Sandbridge to the Investor (the “Closing Notice”), that ListCo Sandbridge reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoSandbridge, three two (32) business days prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo Sandbridge in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person held in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableescrow until Closing. On the Closing Date, ListCo Sandbridge shall issue a number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement free and the Warrant Agreement to the Investorclear of any liens or restrictions (other than those arising under state and federal securities laws), and subsequently cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCoSandbridge’s share register; provided, however, that ListCoSandbridge’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo Sandbridge having received the Subscription Amount in full accordance with this Section 2. In the event that the Closing consummation of the Transaction does not occur within two ten (210) business days of after the anticipated Closing Date specified in the Closing Notice, ListCo Sandbridge shall promptly (but not in no event later than three twelve (312) business days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount funds so delivered by the Investor to Sandbridge by wire transfer in immediately available funds to the account specified by the Investor; provided that. Notwithstanding such return, unless (i) failure to close on the Closing Date contained in the Closing Notice shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Subscription Agreement has been terminated pursuant Section 2 to Section 9 hereofbe satisfied or waived, such return of and (ii) Investor shall remain obligated to (A) redeliver funds shall not terminate this Subscription Agreement or relieve the to Sandbridge following Sandbridge’s delivery to Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent new Closing Notice with a new Closing Date in accordance with this Subscription Agreement and (B) consummate the Closing upon satisfaction of the conditions set forth in Section 23, subject to termination of this Agreement in accordance with Section 8 below. For purposes of this Subscription Agreement, “business day” shall mean any day a day, other than a SaturdaySaturday or Sunday, Sunday or a day on which commercial banking institutions banks in New York, New York are authorized or required to close open for the general transaction of business.
Appears in 2 contracts
Samples: Business Combination Agreement (Sandbridge Acquisition Corp), Subscription Agreement (Sandbridge Acquisition Corp)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities transactions contemplated hereby by this Agreement (the “Closing”) is contingent upon shall take place at the substantially concurrent consummation offices of Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York City time, on the later of (a) the first Business Day of January 2011 and (b) the first Business Day of the Transaction. The month following the month during which the last of the conditions in Article 6 (other than conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver at or prior to the Closing of all such conditions) has been satisfied or waived in accordance with this Agreement (the “Condition Satisfaction”) or, if the Condition Satisfaction occurs less than three (3) Business Days prior to the first Business Day of any month, on the first Business Day of the immediately succeeding month, or at such other time and place as the Parties hereto may mutually agree; it being understood that, if the Condition Satisfaction occurs at any time in April 2011, the Closing shall occur contingent uponon April 29, and substantially concurrent with the effectiveness of the Transaction (the 2011. The date on which the Closing so occurs, occurs is referred to herein as the “Closing Date”). Upon delivery occurrence of written notice from (or the Closing, the purchase and sale of the Transferred Shares described in Section 2.1(b) shall be deemed to have become effective at 12:01 A.M., New York City time, on behalf of) ListCo to the Investor Closing Date (the “Closing NoticeEffective Time”), that ListCo reasonably expects all conditions to the closing payment of the Transaction under the Transaction Agreement Existing Surplus Note Repayment Amount shall be deemed to be satisfied or waived have become effective at 12:00:30 A.M., New York City time, on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorDate, the Investor Closing Date Share Redemption shall deliver be deemed to ListCohave become effective at 12:00:45 A.M., three (3) business days prior to the anticipated closing date specified in New York City time, on the Closing NoticeDate and the Closing Date Reinsurance Agreements shall be deemed to have become effective immediately following the Effective Time; it being understood that, if the Closing Date is April 29, 2011, the Parties shall jointly determine the effective times of the purchase and sale of the Transferred Shares, the payment of the Existing Surplus Note Repayment Amount and the Closing Date Share Redemption, provided that Seller shall receive the Existing Surplus Note Repayment Amount, the Estimated Purchase Price, the Share Redemption Cash Consideration (iif any) and the Subscription Amount by wire transfer repayment of United States dollars the Closing Date Note in immediately available funds to the account(s) specified by ListCo in on the Closing Notice (which account shall not be an escrow account) Date and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Date Reinsurance Agreements shall be deemed to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On have become effective at 11:59 P.M. on the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Protective Life Insurance Co), Stock Purchase Agreement (Protective Life Corp)
Closing. The closing consummation of the sale, purchase and issuance of the PIPE Securities contemplated hereby Sale (the “Closing”) is contingent upon shall take place at the substantially concurrent consummation offices of Xxxxxxxx & Xxxxxxxx LLP, located at 0000 Xxxxxxxxxxx Xxxx, Xxxx Xxxx, XX 00000, at 10:00 A.M., Pacific time, on the later of: (i) the Merger Closing Date and (ii) the date on which the last to be fulfilled or waived of the Transaction. The Closing conditions set forth in Article VI shall occur contingent uponbe satisfied or waived in accordance with this Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) or at such other place and substantially concurrent with the effectiveness of the Transaction time and/or on such other date as Seller and Purchaser may agree (the date on which the Closing so occursis completed, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to Notwithstanding the Investor (the “Closing Notice”)foregoing, that ListCo reasonably expects all conditions to the closing if any of the Transaction under the Transaction Agreement to be conditions set forth in Article VI is not satisfied or waived on or prior to the Closing with respect to any particular Purchased Entity (each, a date “Delayed Sale Entity”) but all such conditions as relates to any other Purchased Entity or Purchased Entities have been satisfied or waived (other than those conditions that is by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions) at that time, then the Sale shall proceed with respect to such Purchased Entity or Purchased Entities, and the Sale of the Delayed Sale Entity shall not less than five (5) business days from occur unless and until the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities last to be issued to the Investor, including, without limitation, the legal name fulfilled or waived of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor conditions set forth on the signature page to in Article VI is satisfied or waived in accordance with this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities lawsconditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions), in the name . In such event and solely for purposes of the Investor on ListCo’s share register; providedconsummation of the Sale of any such Delayed Sale Entity, however, that ListCo’s obligation to issue the PIPE Securities all references to the Investor is contingent upon ListCo having received the Subscription Amount “Closing” in full accordance with this Section 2. In the event the Agreement shall refer to such closing and all references to “Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo Date” shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount refer to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day date on which commercial banking institutions in New York, New York are authorized or required to close for businesssuch closing is completed.
Appears in 2 contracts
Samples: Stockholders’ Agreement (Gsi Commerce Inc), Stockholders’ Agreement (Gsi Commerce Inc)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (At or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in Pricing, the Closing Notice, parties shall take all actions necessary to prepare to (i) effect the Subscription Amount Merger (including, if permitted by wire transfer applicable state law, the advance filing with the appropriate state authorities of United States dollars in immediately available funds to the account(s) specified by ListCo in Articles of Merger, which shall become effective at the Closing Notice (which account shall not be an escrow accountEffective Time of the Merger) and (ii) any other information that is reasonably requested effect the conversion and delivery of shares referred to in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerSection 3 hereof; provided, howeverthat such actions shall not include the actual completion of the Merger for purposes of this Agreement or the conversion and delivery of the shares and transmission of funds by wire referred to in Section 3 hereof, that ListCo’s obligation to issue each of which actions shall only be taken upon the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement terminates, CEI hereby covenants and agrees to do all things required by Delaware law [and all things which counsel for the COMPANY advise CEI are required by applicable laws of the State of _________] in order to rescind any merger or other actions effected by the advance filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000. On the Funding and Consummation Date (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be or, as of 8:00 a.m. New York City time on the Funding and Consummation Date, shall become effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the transmission of funds by wire in an amount equal to the cash portion of the consideration which the STOCKHOLDERS shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof shall occur and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing does Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the IPO is terminated pursuant to the terms of such underwriting agreement. This Agreement shall in any event terminate if the Funding and Consummation Date has not occur occurred within two (2) 15 business days of the anticipated Closing Date specified in Date. Time is of the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessessence.
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Collectibles Usa Inc), Agreement and Plan of Organization (Collectibles Usa Inc)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on the closing date of the Transaction (the “Closing Date”) and be conditioned upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, Transaction and substantially concurrent with the effectiveness satisfaction of the Transaction (the date the Closing so occurs, the “Closing Date”)other conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor (the “Closing Notice”), ) that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCothe Issuer, (a) three (3) business days prior to the anticipated expected closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account in an escrow bank specified by ListCo the Issuer in the Closing Notice Notice, to be held in escrow until the closing of the First Merger, or (which account shall not be an escrow accountb) and (ii) any other information that is reasonably requested on the expected closing date specified in the Closing Notice Notice, the Subscription Amount to an account specified by the Issuer, or otherwise mutually agreed by the Investor and the Issuer due to regulatory reasons that apply to such Investor, by wire transfer of U.S. dollars in order for immediately available funds. As soon as practicable following, but not later than one (1) business day after the PIPE Securities to be issued Closing Date, the Issuer shall (i) issue the Shares to the Investor, including, without limitation, the legal name free and clear of the person in whose name such any liens or other restrictions (other than those arising under applicable securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, laws) and subsequently cause the Shares to be registered in book book-entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCothe Issuer’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities register of members and (ii) provide to the Investor is contingent upon ListCo having received evidence of such issuance from the Subscription Amount in full accordance with this Section 2. In Issuer’s transfer agent (the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2“Transfer Agent”). For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York York, the Cayman Islands, Hong Kong SAR and People’s Republic of China (excluding, for the purposes of this Agreement only, Hong Kong SAR, Macau SAR and Taiwan, “PRC”), are authorized or required by law to close close. If the Closing does not occur within ten (10) business days following the expected closing date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer and the Investor, the Issuer shall promptly (but not later than two (2) business days thereafter) cause the return of the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for businessthe Shares shall be deemed cancelled (to the extent the Shares are issued); provided that unless this Subscription Agreement has been terminated pursuant to Section 6, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon delivery by the Issuer of a subsequent Closing Notice in accordance with the terms of this Section 2. Prior to or on the Closing Date, the Investor shall deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable.
Appears in 2 contracts
Samples: Subscription Agreement (Lotus Technology Inc.), Subscription Agreement (Lotus Technology Inc.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is shall occur on the date of, and substantially concurrently with (but contingent upon upon), the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction Transactions (the date of the Closing so occursClosing, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor Subscriber (the “Closing Notice”) (which notice shall specify (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Issuer), at least five (5) Business Days prior to the date that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived on a date that is not less than five (5the “Expected Closing Date”), upon satisfaction (or, if applicable, waiver) business days from of the date on which the Closing Notice is delivered to the Investorconditions set forth in this Section 3, the Investor Subscriber shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing NoticeIssuer, (i) the Subscription Amount Purchase Price for the Subscribed Shares, (A) no later than one (1) Business Day prior to the Expected Closing Date by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo the Issuer in the Closing Notice Notice, such funds to be held by the Issuer in escrow until the Closing, or (which B) to an account shall not be an escrow accountspecified by the Issuer and as otherwise mutually agreed by the Subscriber and the Issuer (“Alternative Settlement Procedures”) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Issuer to be issued to issue the InvestorSubscribed Shares, including, without limitation, the legal name of the person in whose name such securities the Subscribed Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. For the avoidance of doubt, mutually agreeable Alternative Settlement Procedures shall include, without limitation, the Subscriber delivering to the Issuer on the Closing Date the Purchase Price for the Subscribed Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice against delivery to the undersigned of the Subscribed Shares. Notwithstanding the foregoing, for any Subscriber that informs the Issuer (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures above in this Section 3.1, the following shall apply: such Subscriber shall deliver at or before 8:00 a.m. New York City time on the Closing Date (or as soon as practicable following receipt of evidence from the Issuer’s transfer agent of the issuance to Subscriber of the Subscribed Shares on and as of the Closing Date) the Purchase Price for the Subscribed Shares being purchased by such Subscriber by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. On the Closing Date, ListCo the Issuer shall issue to Subscriber (or the funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in accordance with its delivery instructions) or to a number of PIPE Securities to custodian designated by Subscriber, as applicable, the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry formSubscribed Shares, free and clear of all any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in the name register of shareholders of the Investor Issuer and shall, prior to Subscriber delivering the funds on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two Date as provided in clause (2) business days i), provide evidence of such issuance from the Issuer’s transfer agent showing Subscriber as the owner of the anticipated Closing Date specified in Subscribed Shares on and as of the Closing NoticeDate. If the Transactions are not consummated within ten (10) Business Day after the Expected Closing Date, ListCo the Issuer shall promptly (but not no later than three one (31) business days Business Day thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber, and the Subscribed Shares shall be cancelled. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; provided thatClosing Date, and (ii) unless and until this Subscription Agreement has been is terminated pursuant to in accordance with Section 9 5 hereof, such return Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the PIPE Securities at consummate the Closing upon satisfaction of the delivery by ListCo of a subsequent Closing Notice conditions set forth in accordance with this Section 23. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean means any day other than a Saturdaythat, Sunday or a day on which commercial banking institutions in New York, New York York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close for businessclose.
Appears in 2 contracts
Samples: Subscription Agreement (Amplitude Healthcare Acquisition Corp), Subscription Agreement (Amplitude Healthcare Acquisition Corp)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the closing date of the Closing so occursTransaction, the “Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo ParentCo to the Investor (the “Closing Notice”), ) that ListCo ParentCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived and all Closing Conditions of this Subscription Agreement to be satisfied on a date an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three the Subscription Amount one (31) business days prior to the anticipated closing date specified in the expected Closing Notice, (i) the Subscription Amount Date by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo ParentCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo ParentCo shall issue a number of PIPE Securities the Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCo’s the ParentCo share register; provided. For purposes of this Subscription Agreement, however“business day” shall mean a day, that ListCo’s obligation other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to issue close. Prior to or at the PIPE Securities Closing, Investor shall deliver to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2ParentCo a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days of after the anticipated Closing Date specified in the Closing Noticeunder this Subscription Agreement, ListCo ParentCo shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessClosing.
Appears in 2 contracts
Samples: Subscription Agreement (Bright Lights Acquisition Corp.), Subscription Agreement (Bright Lights Acquisition Corp.)
Closing. The closing If the minimum number of Shares required to be sold in the Offering pursuant to the Plans are subscribed for or ordered at or before the termination of the saleOffering, purchase and the other conditions to the completion of the Offering are satisfied, HoldCo agrees to issue the Shares at the Closing Time (as hereinafter defined) against payment therefor by the means authorized by the Plans; provided, however, that no funds shall be released to HoldCo until the conditions specified in Section 10 hereof have been complied with to the reasonable satisfaction of the Agent. HoldCo shall deliver written notice of the issuance of the PIPE Securities contemplated hereby Shares in accordance with Section 1528(f) of the Pennsylvania Business Corporation Law (the “BCL”) in such authorized denominations and registered in such names as may be indicated on the subscription order forms directly to the purchasers thereof as promptly as practicable after the Closing Time. The Closing (the “Closing”) is contingent shall be held at the offices of Xxxxxxx & Xxx, PC, 620 Freedom Business Center, King of Prussia, Pennsylvania, or at such other place as shall be agreed upon among the substantially concurrent consummation of PPHI Parties and the Transaction. The Closing shall occur contingent uponAgent, and substantially concurrent with at 9:00 a.m., Central Time, on the effectiveness of the Transaction business day selected by HoldCo (the date the Closing so occurs, the “Closing Date”). Upon delivery , which business day shall be no less than two business days following the giving of written prior notice from (or on behalf of) ListCo by HoldCo to the Investor (Agent or at such other time as shall be agreed upon by HoldCo and the “Closing Notice”)Agent. At the Closing, that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor HoldCo shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount Agent by wire transfer in same-day funds the commissions, fees and expenses owing as set forth in Sections 4 and 9 hereof and the opinions and other documents required hereby shall be executed and delivered to effect the sale of United States dollars in immediately available funds the Shares as contemplated hereby and pursuant to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name terms of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerProspectus; provided, however, that ListCo’s obligation all out-of-pocket expenses to issue which the PIPE Securities to the Investor Agent is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to entitled under Section 9 hereof, such return of funds hereof shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing be due and payable upon the delivery receipt by ListCo HoldCo of a subsequent Closing Notice written accounting therefor setting forth in reasonable detail the expenses incurred by the Agent. The hour and date upon which HoldCo shall release the Shares for delivery in accordance with this the terms hereof is referred to herein as the “Closing Time.” The Agent shall have no liability to any party for the records or other information provided by the PPHI Parties (or their agents) to the Agent for use in allocating the Shares. Subject to the limitations of Section 2. For purposes 11 hereof, the PPHI Parties shall indemnify and hold harmless the Agent for any liability arising out of this Subscription Agreementthe allocation of the Shares in accordance with (i) the Plans generally, “business day” shall mean any day and (ii) the records or other than a Saturday, Sunday information provided to the Agent by the PPHI Parties (or a day on which commercial banking institutions in New York, New York are authorized or required to close for businesstheir respective agents).
Appears in 2 contracts
Samples: Agency Agreement (Positive Physicians Holdings,inc.), Agency Agreement (Positive Physicians Holdings,inc.)
Closing. (a) The closing purchase and sale of the saleProperties shall be consummated at one or more closings (each, purchase and issuance of the PIPE Securities contemplated hereby (the “a "Closing”") is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent in escrow with the effectiveness Title Company at the offices of Lowndes, Drosdick, Doster, Xxxxxx & Xxxx, P.A., 000 Xxxxx Xxxx Xxxxx, Xxxxxxx, Xxxxxxx, or at such other location as the Transaction (Seller and the date Purchaser may agree, at 10:00 a.m. local time, the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo with respect to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions any Property to the closing of the Transaction under the Transaction Agreement to be satisfied or waived occur on a date (each, a "Closing Date") designated by Seller in a written notice ("Closing Notice") from Seller to Purchaser stating that is Substantial Completion and the Opening Date have occurred with respect to such Property. Such Closing Date shall not be less than thirty (30) days nor more than forty-five (545) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in after the Closing Notice, (i) the Subscription Amount by wire transfer or such later date as of United States dollars in immediately available funds which all conditions precedent to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued herein set forth with respect to the Investor, including, without limitation, applicable Property have either been satisfied or waived by the legal name of the person party in whose name favor such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2conditions run. In the event that Closing with respect to a given Property shall not have occurred within ninety (90) days after the Closing does Outside Substantial Completion Date, either party (provided such party shall not occur within two be in default hereunder), shall have the right, by the giving of written notice to the other, to terminate this Agreement with respect to such Property, in which event this Agreement shall terminate and be of no further force or effect with respect to the affected Property and Seller shall reimburse to Purchaser the Purchaser's expenses incurred in respect of such affected Property, not to exceed $30,000 (2) business days and direct Escrow Agent to refund to Purchaser that portion of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount Deposit allocable to the Investor; affected Property as provided that, unless this Subscription Agreement has been terminated pursuant to in Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business10.3).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (CNL Hospitality Properties Inc), Purchase and Sale Agreement (CNL Hospitality Properties Inc)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on the closing date (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo IPOC to the Investor (the “Closing Notice”), that ListCo IPOC reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoIPOC, three (3) business days prior to the anticipated expected closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo IPOC in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo IPOC shall issue a number of PIPE Securities the Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCoIPOC’s share register; provided. For purposes of this Subscription Agreement, however“business day” shall mean a day, that ListCo’s obligation other than a Saturday, Sunday or other day on which commercial banks in New York, New York or governmental authorities in the Cayman Islands (for so long as IPOC remains domiciled in Cayman Islands) are authorized or required by law to issue close. Prior to or at the PIPE Securities Closing, Investor shall deliver to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2IPOC a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within two (2) business days of after the anticipated Closing Date expected closing date specified in the Closing Notice, ListCo IPOC shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessClosing.
Appears in 2 contracts
Samples: Subscription Agreement (SCH Sponsor III LLC), Subscription Agreement (Social Capital Hedosophia Holdings Corp. III)
Closing. The closing “Closing” means the exchange of money and documents pursuant to Sections 14.1 and 14.2 as described herein and, which, will be deemed to have occurred when the applicable documents and funds, subject to the holdback provided herein, have been delivered into and released from Escrow in accordance with this Agreement. The Closing shall be consummated by the Parties’ delivery of the sale, purchase instruments and issuance of documents described in Sections 14.1 and 14.2 to the PIPE Securities contemplated hereby Escrow Agent who is to hold such instruments and documents in escrow (the “ClosingEscrow”) is contingent upon and deliver them to the substantially concurrent consummation of the TransactionParties as provided in Section 14.3. The Closing shall occur contingent upon, and substantially concurrent with (A) on the effectiveness later of (i) thirty (30) days after the expiration of the Transaction Study Period, (ii) thirty (30) days after Seller has provided to Buyer the final Employee Data File and (iii) thirty (30) days after Buyer has conducted its on-site “onboarding” meeting with employees, or (B) such earlier date as is requested by Buyer; provided, however, that if the Closing is scheduled to occur on a day other than the last business day of a calendar month, the Closing Date shall be the last business day of such calendar month. Notwithstanding the foregoing, the Closing shall be subject to the following Buyer extension rights: (X) so occurslong as Buyer is using commercially reasonable efforts to obtain the Financing, Buyer shall have the right to extend the Closing Date for a period of up to an additional sixty (60) days to provide Buyer additional time to obtain the Financing (or such shorter period of time that is actually required for Buyer to obtain the Financing) and (Y) so long as Buyer is using commercially reasonable efforts to procure the Licensure Approvals, Buyer shall have the right to extend the “Closing Date”). Upon delivery of written notice from ” (or on behalf ofas hereinafter defined) ListCo to until the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from after the date that Buyer has procured all such Licensure Approvals (the Closing Date again to occur on the last business day of a calendar month as provided in the immediately prior sentence). Notwithstanding the foregoing, if on the date that is sixty (60) days after the scheduled Closing Date (the “Outside Closing Date”), the Licensure Approval Condition has not been satisfied, Buyer shall have the right, in its sole discretion, to terminate this Agreement for a failure of such Closing Condition, in which event the Deposit shall be returned forthwith to Buyer. The date on which the Closing Notice occurs as provided in this Agreement as described herein is delivered to called the Investor“Closing Date.” For all purposes under this Agreement, the Investor Closing shall deliver be deemed to ListCohave occurred at 12:00:01 a.m. local time (i.e., three (3) business days prior to the anticipated closing date specified in the Closing Notice, (itime zone where the Property is located) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On on the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Griffin-American Healthcare REIT IV, Inc.), Asset Purchase Agreement (Griffin-American Healthcare REIT IV, Inc.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the Transaction conditions set forth in Section 3 below and (the date the Closing so occurs, the “Closing Date”). Upon b) delivery of written notice from (or on behalf of) ListCo ARYA to the Investor (the “Closing Notice”), that ListCo ARYA reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days Business Days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoARYA, three (3) business days Business Days prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Closing Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo ARYA in the Closing Notice (which account Notice. For the avoidance of doubt, the Investor shall not be an escrow account) and (ii) any other information that is reasonably requested required to pay in cash at the Closing Notice in order for an amount which, together with the PIPE Securities to be issued to Pre-Closing Series A Purchase Price Amount, shall equal the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableSubscription Amount. On the Closing Date, ListCo ARYA shall (i) subject to the cancellation, extinguishment and conversion of the Pre-Closing Series A Shares pursuant to Section 2.1(b)(ix) of the Transaction Agreement, issue a number of PIPE Securities the Pre-Closing Series A Share Consideration to the Investor set forth on pursuant to, and as required by, Section 2.1(b)(ix) of the signature page Transaction Agreement and the other applicable provisions of the Transaction Agreement and (ii) issue the Closing Shares to the Investor pursuant to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause all such Shares (which shall, for the Shares avoidance of doubt, consist of the Pre-Closing Series A Share Consideration and the Closing Shares) to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCoARYA’s share register; provided, however, that ListCo(x) ARYA’s obligation to issue the PIPE Securities Closing Shares to the Investor under this Subscription Agreement is contingent upon ListCo ARYA having received the Closing Subscription Amount in full accordance with this Section 2. In 2 and (y) in no event shall the event number of Shares issued to the Investor on the Closing does not occur within two Date (2) business days which shall, for the avoidance of doubt, consist of the anticipated Pre-Closing Date specified Series A Share Consideration issued in respect of Section 2.1(b)(ix) of the Transaction Agreement and the number of Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice Shares issued in accordance with this Section 2. For purposes respect of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day ) exceed the number of Shares set forth on which commercial banking institutions in New York, New York are authorized or required to close for businessthe signature page hereto.
Appears in 2 contracts
Samples: Subscription Agreement (ARYA Sciences Acquisition Corp II), Subscription Agreement (ARYA Sciences Acquisition Corp II)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities contemplated hereby Shares (the “Closing”) is contingent shall take place upon the substantially concurrent consummation closing under that certain Agreement and Plan of Merger, dated as of December 24, 2013, by and among the Company (under its former corporate name, Pinecrest Investments Group, Inc., PNCR, ACQUISITION, LLC., a California limited liability company and the wholly-owned subsidiary of PNCR (“Merger Sub”), and D&C DISTRIBUTORS, LLC, a California limited liability company (the “Target”)(the “Merger Agreement”). The time and date of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, is referred to herein as the “Closing DateTime”). Upon delivery of written notice from At the Closing, (or on behalf ofA) ListCo the Company shall deliver to Purchaser the duly executed Registration Rights Agreement and (B) Purchaser shall deliver to the Investor Company (i) the Purchase Price and (ii) the duly executed Registration Rights Agreement in the form annexed hereto as Exhibit A (the “Closing NoticeRegistration Rights Agreement”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from dated as of the date on which the Closing Notice is delivered to occurs. As quickly as shall be practicable after the InvestorClosing, the Investor Company shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered issued in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of Purchaser. The Shares shall be held in such form until (i) they are registered under the Investor on ListCoSecurities Act pursuant to the Registration Rights Agreement (as that term is hereinafter defined), in which case, the Company shall deliver to Purchaser, upon the effectiveness of such registration, certificates (in such denominations as Purchaser shall request) representing the Shares without any restrictive legend or (ii) the Company has defaulted in its obligations to Purchaser under the Registration Rights Agreement, in which case, the Company shall deliver to Purchaser, upon Purchaser’s share register; providedrequest, howevercertificates a single certificate representing the Shares bearing the restrictive legend prescribed by Section 5.1 hereof. By completing the Closing, Purchaser shall be deemed to have confirmed to the Company, with the same effect as if Purchaser had so confirmed in writing, that ListCoPurchaser’s obligation representations and warranties made in Section 2.2 were true and correct in all material respects as of the Closing Time, the compliance by Purchaser with its covenants in this Agreement to issue the PIPE Securities be complied with by it prior to the Investor is contingent upon ListCo having received Closing Time and, except to the Subscription Amount extent that any of the conditions precedent to the obligation of the Company set forth in full accordance Section 4.1 have been waived by the Company in writing, Purchaser’s satisfaction thereof. By completing the Closing, the Company shall be deemed to have confirmed to Purchaser, with this the same effect as if the Company had so confirmed in writing, that the Company’s representations and warranties made in Section 2. In the event 2.1 were true and correct in all material respects as of the Closing does not occur within two (2) business days Time, the compliance by the Company with its covenants in this Agreement to be complied with by it prior to the Closing Time and, except to the extent that any of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount conditions precedent to the Investor; provided thatobligation of Purchaser set forth in Section 4.2 have been waived by Purchaser in writing, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessCompany’s satisfaction thereof.
Appears in 2 contracts
Samples: Share Purchase Agreement (Pinecrest Investment Group Inc), Share Purchase Agreement (Pinecrest Investment Group Inc)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon, the effectiveness Transaction Closing. Upon (a) satisfaction or waiver of the Transaction conditions set forth in Section 3 below and (the date the Closing so occurs, the “Closing Date”). Upon b) delivery of written notice from (or on behalf of) ListCo SVAC to the Investor (the “Closing Notice”), ) that ListCo SVAC reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Closing to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoSVAC, three two (32) business days prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo SVAC in the Closing Notice (which account such funds shall not be an held in escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableby SVAC until Closing). On the Closing Date, ListCo SVAC shall issue a the number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry formform in the name of the Investor (or its nominee) or as otherwise directed by the Investor, free and clear of all any liens or other restrictions (other than those arising under applicable state or federal securities laws), in the name ) on SVAC’s share register and (ii) provide to Investor evidence of the issuance of such Shares to the Investor on ListCofrom SVAC’s share registertransfer agent (the “Transfer Agent”); provided, however, that ListCoSVAC’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo SVAC having received the Subscription Amount in full accordance with this Section 2. In the event If the Closing does not occur within two three (23) business days of following the anticipated Closing Date specified in the Closing Notice, ListCo SVAC shall promptly (but not later than three one (31) business days thereafterday thereafter or such later date as shall be agreed in writing by the Investor) return by wire transfer of United States dollars in immediately available funds to the account specified by the Investor the Subscription Amount in full to the Investor, without any deduction or penalty of any kind, for or on account of any tax, withholding, charges, set-off or otherwise, to the Investor by wire transfer of U.S. dollars in immediately available funds to the account designated by the Investor; provided thatprovided, that unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation obligations to purchase the PIPE Securities Shares at the Closing upon in the delivery by ListCo of event SVAC delivers a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York are authorized or required by law to close be closed for business. Each book entry for the Shares shall contain a legend in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE HOLDER WILL NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.
Appears in 2 contracts
Samples: Subscription Agreement (Spring Valley Acquisition Corp.), Subscription Agreement (Spring Valley Acquisition Corp.)
Closing. The closing of the saleUnless this Agreement shall have been terminated in accordance with Article 9 hereof, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under Merger (the Transaction Agreement "Closing") will take place at the offices of Xxxxx Lovells US LLP, 000 00xx Xxxxxx XX, Xxxxxxxxxx, XX 00000 on a date and at a time to be mutually agreed upon by the Parties, but in no event later than the third (3rd) Business Day after all the conditions set forth in Article 8 (other than those conditions that by their nature are to be satisfied or waived on a date that is not less than five (5) business days from at the date on which the Closing Notice is delivered Closing, but subject to the Investor, satisfaction or valid waiver of such conditions) shall have been satisfied or validly waived by the Investor shall deliver to ListCo, three (3) business days prior Party entitled to the anticipated closing benefit of such condition (subject to applicable Law), unless such date specified in the Closing Notice, (i) the Subscription Amount is extended by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name mutual agreement of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerParties; provided, however, that ListCo’s obligation Company shall be entitled, by written notice to issue the PIPE Securities Parent no later than one (1) Business Day prior to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event date the Closing does not occur within two (2) business days of the anticipated Closing Date specified in would otherwise be required to occur, and which written notice certifies that Company is postponing the Closing Noticein order to consummate a BTC Sale Transaction or a BTC Spinoff, ListCo shall promptly (but not later than three (3) business days thereafter) return as the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated case may be and as was elected by Company pursuant to Section 9 hereof2.8, to postpone the Closing to a later date specified by Company in the notice (except that in no event shall such return of funds date be later than February 28, 2020); provided further that if Company shall not terminate have previously postponed the Closing pursuant to this Subscription Agreement sentence, Company shall be entitled to further postpone the Closing to a date later than the date specified by Company in such prior notice (except that in no event shall such date be later than February 28, 2020) by providing written notice to Parent no later than one (1) Business Day prior to the date the Closing would otherwise be required to occur certifying that Company is postponing the Closing in order to consummate a BTC Sale Transaction or relieve a BTC Spinoff, as the Investor of its obligation case may be and as was elected by Company pursuant to purchase the PIPE Securities Section 2.8; and provided further that if, pursuant to Section 2.8, (x) Company elected a BTC Sale Transaction and at the Closing upon the delivery by ListCo contemplated closing of a subsequent Closing Notice such BTC Sale Transaction in accordance with this Section 2. For purposes of this Subscription Agreement2.8(e)(v) the purchaser in such BTC Sale Transaction fails to close such BTC Sale Transaction, “business day” shall mean any day other than or (y) Company elected either a Saturday, Sunday BTC Sale Transaction or a day BTC Spinoff and on which commercial banking institutions February 28, 2020 a BTC Sale Transaction or a BTC Spinoff, as the case may be, has not been consummated, then in New Yorkeither case the Closing shall automatically be postponed until such date mutually agreed by the Parties (except in no event shall such date be later than March 31, New York are authorized or required 2020), and the Parties shall engage in an Alternative Transaction (and any prior notice by Company pursuant to close for businessSection 2.8(a) shall be deemed to be validly revoked and Company shall be deemed to have elected an Alternative Transaction pursuant to Section 2.8(a)(ii) and Parent shall be deemed to have received written notice thereof). The actual date of the Closing shall be referred to herein as the "Closing Date."
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Industrial Property Trust Inc.), Agreement and Plan of Merger (Prologis, L.P.)
Closing. The If all conditions contained in Section 7.03 are ------- satisfied, the Lender shall cause the Collateral Release Property to be released from the Collateral Pool, at a closing to be held at offices designated by the Lender on a Closing Date selected by the Lender, and occurring within 30 days after the Lender's receipt of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from Collateral Release Request (or on behalf of) ListCo such other date to which the Borrower and the Lender may agree, provided that in any Calendar Quarter, the Closing Date for any release shall be on the same day as the Closing Date of any addition of an Additional Mortgaged Property to the Investor (Collateral Pool pursuant to Article VI of this Agreement or any increase in the “Closing Notice”Credit Facility pursuant to Article VIII of this Agreement), that ListCo reasonably expects by executing and delivering, and causing all conditions applicable parties to execute and deliver, all at the closing sole cost and expense of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorBorrower, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws)instruments, in the name form customarily used by the Lender and reasonably satisfactory to the Title Company for releases in the jurisdiction governing the perfection of the Investor security interest being released, releasing the applicable Security Instrument as a Lien on ListCo’s share register; providedthe Collateral Release Property, however, that ListCo’s obligation to issue and UCC-3 Termination Statements terminating the PIPE Securities UCC-1 Financing Statements perfecting a Lien on the portion of the Collateral Release Property comprised of personal property and such other documents and instruments as the Borrower may reasonably request evidencing the release of the applicable Collateral from any lien securing the Obligations (including a termination of any restriction on the use of any accounts relating to the Investor is contingent upon ListCo having received Collateral Release Property) and the Subscription Amount in full accordance with this Section 2release and return to the Borrower of any and all escrowed amounts relating thereto. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified The instruments referred to in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return preceding sentence are referred to in this Article as the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business"Collateral Release ------------------ Documents." ---------
Appears in 2 contracts
Samples: Credit Facility Agreement (United Dominion Realty Trust Inc), Agreement (United Dominion Realty Trust Inc)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo GPAC to the Investor Subscriber (the “Closing Notice”), that ListCo GPAC reasonably expects all conditions to the closing consummation of the Transaction under the Transaction Business Combination Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorSubscriber, the Investor Subscriber shall deliver to ListCoGPAC, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo GPAC in the Closing Notice (which account shall not such funds to be held in an escrow accountby GPAC or in such account(s) specified by GPAC), segregated from and not comingled with the other funds of GPAC, and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Shares to be issued to the InvestorSubscriber, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly fully executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo GPAC shall issue a number of PIPE Securities Shares to the Investor Subscriber set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book book-entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor Subscriber (or its nominee or custodian) on ListCoGPAC’s share register; provided, however, that ListCoGPAC’s obligation to issue the PIPE Securities Shares to the Investor Subscriber is contingent upon ListCo GPAC having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo GPAC shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the InvestorSubscriber; provided provided, that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof8, such return of funds shall not terminate this Subscription Agreement or relieve the Investor Subscriber of its obligation to purchase the PIPE Securities Shares at the Closing upon the delivery by ListCo GPAC of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Subscription Agreement (Global Partner Acquisition Corp II), Subscription Agreement (Global Partner Acquisition Corp II)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on the closing date of the Transaction (the “Closing Date”) and be conditioned upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, Transaction and substantially concurrent with the effectiveness satisfaction of the Transaction (the date the Closing so occurs, the “Closing Date”)other conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor (the “Closing Notice”), ) that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCothe Issuer, three (3) business days prior to the anticipated expected closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account in an escrow bank specified by ListCo the Issuer in the Closing Notice Notice, to be held in escrow until the First Merger Effective Time. As soon as practicable following, but not later than one (which account shall not be an escrow account1) and (ii) any other information that is reasonably requested in business day after the Closing Notice in order for Date, the PIPE Securities to be issued Issuer shall (i) issue the Shares to the Investor, including, without limitation, the legal name free and clear of the person in whose name such any liens or other restrictions (other than those arising under applicable securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, laws) and subsequently cause the Shares to be registered in book book-entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCothe Issuer’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities register of members and (ii) provide to the Investor is contingent upon ListCo having received evidence of such issuance from the Subscription Amount in full accordance with this Section 2. In Issuer’s transfer agent (the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2“Transfer Agent”). For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York York, the Cayman Islands, Hong Kong SAR and People’s Republic of China (excluding, for the purposes of this Agreement only, Hong Kong SAR, Macau SAR and Taiwan, “PRC”), are authorized or required by law to close close. If the Closing does not occur within ten (10) business days following the expected closing date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer and the Investor, the Issuer shall promptly (but not later than two (2) business days thereafter) cause the return of the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for businessthe Shares shall be deemed cancelled (to the extent the Shares are issued); provided that unless this Subscription Agreement has been terminated pursuant to Section 6, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon delivery by the Issuer of a subsequent Closing Notice in accordance with the terms of this Section 2. Prior to or on the Closing Date, the Investor shall deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable.
Appears in 2 contracts
Samples: Subscription Agreement (Lotus Technology Inc.), Subscription Agreement (Lotus Technology Inc.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon shall occur on the substantially concurrent date of, and immediately prior to, the consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”)Transactions. Upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor Subscriber (the “Closing Notice”), ) at least 5 Business Days prior to the date that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the “Expected Closing Notice is delivered to the InvestorDate”), the Investor Subscriber shall deliver to ListCo, the Issuer no later than three (3) business days Business Days prior to the anticipated closing date specified in Expected Closing Date, the Closing NoticePurchase Price for the Subscribed Shares, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified Issuer in the Closing Notice, ListCo such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated within five Business Days of the Expected Closing Date, the Issuer shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; provided thatClosing Date, unless this Subscription Agreement has been terminated pursuant and (ii) Subscriber shall remain obligated (A) to Section 9 hereof, such return redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the PIPE Securities at consummate the Closing upon satisfaction of the delivery by ListCo conditions set forth in this Section 3, subject to termination of a subsequent Closing Notice this Agreement in accordance with Section 5 below. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 23, the Issuer shall deliver to Subscriber the Shares in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean means any day other than a Saturdaythat, Sunday or a day on which commercial banking institutions in New York, New York York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close for businessclose.
Appears in 2 contracts
Samples: Subscription Agreement (Finance of America Companies Inc.), Subscription Agreement (Replay Acquisition Corp.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on the closing date of the Transaction (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, Transaction and substantially concurrent with the effectiveness satisfaction of the Transaction other conditions set forth in Section 3 hereof. One (the date 1) business day prior to the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo NextGen in writing at least three (3) business days prior to the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableDate. On the Closing Date, ListCo NextGen shall (i) issue a number of PIPE Securities the Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book book-entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor (or its nominee in accordance with delivery instructions, as applicable) on ListCoNextGen’s share register; providedregister and (ii) as soon as practical following the Closing, however, that ListCo’s obligation to issue the PIPE Securities deliver to the Investor is contingent upon ListCo having received a certificate of NextGen’s transfer agent confirming the issuance and delivery of the Shares to the Investor (or such nominee or custodian) as of the Closing Date (or such other evidence of issuance of the Shares from NextGen’s transfer agent reasonably acceptable to the Investor). For purposes of this Subscription Amount Agreement, “business day” shall mean any day, other than a Saturday, a Sunday or other day on which commercial banks in full accordance with this Section 2New York, New York or governmental authorities in the Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are authorized or required by law to close. Prior to or at the Closing Date, Investor shall deliver to NextGen a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Noticeoccur, ListCo NextGen shall promptly (but not later than three (3) business days thereafterafter the date on which Investor delivers the Subscription Amount to NextGen) return or cause the return of the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon the delivery by ListCo NextGen of a subsequent Closing Notice in accordance with this Section 2. For purposes the avoidance of this doubt, if any termination hereof occurs after the delivery by the Investor of the Subscription AgreementAmount for the Shares and prior to the Closing, “NextGen shall promptly (but not later than one (1) business day” shall mean day thereafter) return the Subscription Amount to Investor without any day other than a Saturdaydeduction for or on account of any tax, Sunday withholding, charges or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessset-off.
Appears in 2 contracts
Samples: Subscription Agreement (Virgin Orbit Holdings, Inc.), Subscription Agreement (Virgin Orbit Holdings, Inc.)
Closing. (a) The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, ” and substantially concurrent with the effectiveness of the Transaction (the date of which the Closing so occurs, the “Closing Date”)) shall occur on the date of, and substantially concurrently with and conditioned upon the effectiveness of, the consummation of the Business Combination, provided that the Conversion may also take place after Closing but on the Closing Date. Upon (i) satisfaction or waiver in writing of the conditions set forth in Section 3 of this Subscription Agreement and (ii) delivery of written notice from (or on behalf of) ListCo New NAP to the Investor (the “Closing Notice”), that ListCo New NAP reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived on a date that is not less than five ten (510) business calendar days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoNew NAP, three no later than two (32) business days Business Days prior to the anticipated closing date Closing Date specified in the Closing Notice, (i) the Subscription Amount for the Subscribed Shares by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo New NAP in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in if the Conversion takes place after Closing (but on the Closing Notice in order for the PIPE Securities to be issued to the InvestorDate), including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableand notarized power of attorney in favor of Dutch legal counsel to New NAP substantially in the form of Exhibit A hereto in order to effect the issuance of the Subscribed Shares pursuant to a notarial deed to that effect (the “PoA”). On the Closing Date, ListCo New NAP shall (A) issue a number of PIPE Securities the Subscribed Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Subscribed Shares to be registered in book book-entry formform in the name of the Investor (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Investor, as applicable, on New NAP’s share register or the register of New NAP’s transfer agent, free and clear of all liens liens, encumbrances or other restrictions (other than those arising under applicable securities lawslaws or those created by the Investor), in and (B) provide evidence to the name Investor of such issuance on and as of the Investor on ListCo’s share registerClosing Date; provided, however, that ListCoNew NAP’s obligation to issue the PIPE Securities Subscribed Shares to the Investor is contingent upon ListCo New NAP having received the Subscription Amount in full accordance with this Section 2. In and, if applicable, the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice duly executed and notarized PoA in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Subscription Agreement (Frazier Lifesciences Acquisition Corp), Business Combination Agreement (Frazier Lifesciences Acquisition Corp)
Closing. Each Non-Selling Shareholder shall effect its participation in a sale pursuant to Section 2.3 hereof by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser one or more certificates, properly endorsed for transfer, which represent that number of Equity Securities which the Non-Selling Shareholder elects to sell. The closing of share certificate or certificates that the sale, purchase and issuance of Non-Selling Shareholders deliver to the PIPE Securities contemplated hereby (Selling Shareholder pursuant to Section 2.3 shall be transferred to the “Closing”) is contingent upon the substantially concurrent prospective purchaser in consummation of the Transaction. The Closing shall occur contingent uponsale of the Offered Shares pursuant to the terms and conditions specified in the Transfer Notice, and substantially concurrent the Selling Shareholder shall concurrently therewith remit to each Non-Selling Shareholder that portion of the sale proceeds to which such Non-Selling Shareholder is entitled by reason of its participation in such sale. To the extent that any prospective purchaser, or purchasers, prohibits such assignment or otherwise refuses to purchase shares or other securities from a Non-Selling Shareholder in connection with the effectiveness exercise of its rights of co-sale hereunder, the Selling Shareholder shall not sell to such prospective purchaser or purchasers any Offered Shares unless and until, simultaneously with such sale, the Selling Shareholder shall purchase such shares or other securities from the Non-Selling Shareholder. To the extent that a Non-Selling Shareholder elects to purchase any of the Transaction Offered Shares covered in the Transfer Notice directly from the Selling Shareholder, then such Selling Shareholder shall within ninety (90) days of the date of the Closing so occursTransfer Notice (or, if earlier, simultaneous with the “Closing Date”). Upon delivery consummation of written notice from (or on behalf of) ListCo the sale of the Offered Shares pursuant to the Investor (terms and conditions specified in the “Closing Transfer Notice”), that ListCo reasonably expects all conditions ) deliver certificate(s) for such shares to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor Non-Selling Shareholder who shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified Selling Shareholder the consideration of the type and on the terms set forth in the Closing Transfer Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Shareholders Agreement (Monster Worldwide Inc), Shareholders Agreement (Monster Worldwide Inc)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent with immediately prior to, the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo ARYA to the Investor (the “Closing Notice”), that ListCo ARYA reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoARYA, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo ARYA in the Closing Notice (which account shall not such funds to be held in an escrow accountby ARYA or in such account(s) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicablespecified by ARYA). On the Closing Date, ListCo ARYA shall issue a number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCoARYA’s share register; provided, however, that ListCoARYA’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo ARYA having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo ARYA shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon the delivery by ListCo ARYA of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (ARYA Sciences Acquisition Corp IV), Limited Liability Company Agreement (Amicus Therapeutics, Inc.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities contemplated hereby Units hereunder (the “Closing”) is contingent upon shall take place at the substantially concurrent consummation offices of Sichenzia Xxxx Xxxxxxxx Xxxxxxx, LLP, 00 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000 or such other place as determined by the Company and the Subscribers and may take place in one of more closings. At Closing the Units and the Proceeds shall be delivered pursuant to the Escrow Agreement to be governed thereby. The Initial Closing shall take place within 5 Business Days of the Transaction. The Closing shall occur contingent upondate hereof, and substantially concurrent with subject to the effectiveness satisfaction or waiver of the Transaction conditions set forth in Section 7 below (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo The initial closing shall be referred to the Investor (as the “Closing NoticeInitial Closing”), that ListCo reasonably expects all conditions to the closing . The date of the Transaction under Initial Closing is sometimes referred to as the Transaction Agreement “Initial Closing Date.” Subsequent closings (each a “Subsequent Closing”) will be held until the earlier to be satisfied or waived on a date that is not less than five occur of: (5i) business days from the date on which the Closing Notice is delivered to entire Offering has been subscribed for and accepted by the InvestorCompany, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in September 1, 2013. The Offering may be extended up to October 1, 2013 (the “Final Closing” and such date of the Final Closing, the “Final Closing Notice in order for the PIPE Securities to be issued to the Investor, includingDate”), without limitation, the legal name of the person in whose name such securities are additional notice to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableSubscribers. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean any from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time) of a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York are authorized or required to be closed. The Units purchased by the Subscriber will be delivered by the Company on the Closing Date of the Offering pursuant to the Escrow Agreement. In the event that an Initial Closing shall not have occurred with respect to the Subscriber on or before August 1, 2013 due to the Company's or the Subscriber’s failure to satisfy the conditions set forth in Section 7 (and the nonbreaching party's failure to waive such unsatisfied condition(s)), the nonbreaching party shall have the option to terminate this Agreement with respect to such breaching party at the close for businessof business on such date by delivering a written notice to that effect to the other party to this Agreement and without liability of any party to any other party.
Appears in 2 contracts
Samples: Subscription Agreement (Paulson Capital Corp), Subscription Agreement (Paulson Capital Corp)
Closing. The Subject to the satisfaction or waiver of the conditions set forth in Section 6 of this Agreement, the closing of the sale, purchase and issuance sale of the PIPE Securities contemplated hereby (the “Closing”) contemplated hereby is contingent upon the substantially concurrent consummation of the TransactionMergers. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of the Transaction Mergers and the Purchasers will be notified of such date at least five (the date the Closing so occurs, 5) business days in advance by Xxxxxxx Partners (the “Closing Date”). Upon delivery The Closing shall occur remotely via exchange of written notice from (documents and signatures. At the Closing, the Securities shall be issued and registered in the name of such Purchaser, or on behalf ofin such nominee name(s) ListCo as designated by such Purchaser, representing the number of Securities to be purchased by such Purchaser at such Closing as set forth in Exhibit A, in each case against payment to the Investor Company of the purchase price therefor in full by (the “Closing Notice”), that ListCo reasonably expects all conditions i) wire transfer to the closing Company of the Transaction under the Transaction Agreement to be satisfied immediately available funds, at or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing Closing, in accordance with wire instructions provided by the Company to the Purchasers at least one business day prior to the Closing Date, to an account to be designated by the Company (which shall not be an escrow account), (ii) by exchange of indebtedness or other convertible securities of the Company (including any convertible promissory notes issued by the Target Company on or after the date specified hereof) to the Company (in which case a Purchaser shall be deemed to have made a payment in the amount of the principal amount of the exchanged indebtedness, plus all accrued interest thereon and, in the case of convertible indebtedness, such exchange shall be deemed to have occurred in connection with the Mergers), or (iii) by any combination of such methods. On the Closing NoticeDate, the Company will issue the Securities in book-entry form, free and clear of all liens and restrictive and other legends (iexcept as expressly provided in Section 4.11 hereof) and shall promptly thereafter provide evidence of such issuance from the Subscription Amount Company’s Transfer Agent as of the Closing Date to each Purchaser. Unless this Agreement has been terminated pursuant to Section 7.1. the failure of the Closing to occur on the expected Closing Date shall not terminate this Agreement or otherwise relieve any party of any of its obligations hereunder. If the Closing does not occur within three business days after the expected Closing Date, the Company shall promptly (but no later than one business day thereafter) return to each Purchaser by wire transfer of United States dollars in immediately available funds all funds previously paid by such Purchaser to the account(s) specified by ListCo Company in respect of the Closing Notice (which account purchase price for Securities to be purchased hereunder. Notwithstanding anything in this Agreement to the contrary and as may be agreed to among the Company and one or more Purchasers, a Purchaser shall not be an escrow account) and (ii) any other information that is reasonably requested in required to wire the Closing Notice in order purchase price for its purchased Securities until it confirms receipt of a book-entry statement from the PIPE Transfer Agent evidencing the issuance of the Securities to be issued to the Investor, including, without limitation, the legal name such Purchaser on and as of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Registration Rights Agreement (Reneo Pharmaceuticals, Inc.), Agreement and Plan of Merger (Reneo Pharmaceuticals, Inc.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities transactions contemplated hereby hereunder (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities take place at the Closing upon the delivery by ListCo offices of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription AgreementXxxxx Day, “business day” shall mean any day other than a Saturday000 Xxxx 00xx Xxxxxx, Sunday or a day on which commercial banking institutions Xxx Xxxx, Xxx Xxxx, 00000 at 10:00 a.m. (local time in New York, New York York) on the fifth Business Day after the satisfaction or waiver of the conditions set forth in Article XI occurs (other than those conditions that by their terms are authorized to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other date or place as Purchaser and Seller may agree, it being understood that, if required by applicable Law, Seller may request that the Closing be comprised of separate “closings” in one or more local jurisdiction(s) where the Shares, any Purchased Assets or Assumed Liabilities are being transferred and may request that Purchaser pay or cause to close be paid portions of the Initial Purchase Price and the Final Purchase Price payable in accordance with Section 3.01(a) directly or indirectly to the Selling Affiliate in the local currency of any such jurisdiction. Subject to applicable Laws, legal title, equitable title and risk of loss with respect to, the Shares, the Purchased Assets and the Assumed Liabilities will transfer to Purchaser at the Closing, which transfer will be deemed effective for businessTax, accounting and other computational purposes as of 12:01 a.m. (local time in the applicable jurisdiction in which each such transfer occurs) on the Closing Date. All proceedings to be taken and all documents to be executed and delivered by all parties at the Closing shall be deemed to have been taken and executed and delivered simultaneously and no proceedings shall be deemed to have been taken nor documents executed or delivered until all have been taken, executed and delivered.
Appears in 2 contracts
Samples: Sale and Purchase Agreement, Sale and Purchase Agreement (Cabot Corp)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby Initial Preferred Shares shall take place at the closing (the “"Initial Closing”") is contingent upon to be held at the substantially concurrent consummation offices of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx, 1285 Avenue of the Transaction. The Closing shall occur contingent uponAmericas, and substantially concurrent with Xxx Xxxx, Xxx Xxxx 00000-0000 on the effectiveness second Business Day following the fulfillment of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Initial Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities lawsconditions contemplated to be fulfilled concurrently with the Initial Closing), or such later date on or prior to January 31, 2001 as the parties may agree (the "Initial Closing Date"), at 10:00 a.m., New York City time. The location and time of each purchase and issuance of Additional Shares (each an "Additional Closing" and, together with the Initial Closing, the "Closings") shall be set forth in the name of written notice from the Investor on ListCo’s share registerCompany or the Purchaser, as the case may be, referred to in Section 2.1(b); provided, however, that ListCo’s obligation to issue in the PIPE Securities event that the Purchaser's purchase of Preferred Shares at an Additional Closing would result in a premerger notification filing requirement (an "HSR Filing") pursuant to the Investor is contingent upon ListCo having received HSR Act, the Subscription Amount in full accordance with this Section 2. In Purchaser shall not be required to purchase and the event the Company shall not be required to sell such Preferred Shares at such Additional Closing does not occur within two (2) business days until expiration or termination of the anticipated HSR Act waiting period, and; provided, further, that such purchase shall instead close on the second Business Day after expiration or termination of the HSR Act waiting period. At each Closing, subject to the terms and conditions set forth herein, the Company shall sell the Preferred Shares to be purchased at such Closing Date specified to the Purchaser by delivering to the Purchaser Preferred Shares registered in the Closing Noticename of the Purchaser or its designees, ListCo with appropriate issue stamps, if any, affixed at the expense of the Company, free and clear of any Lien, and the Purchaser shall promptly (but not later than three (3) business days thereafter) return purchase the Subscription Amount Preferred Shares by depositing the purchase price therefor, in cash or by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant Purchaser no less than one day prior to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Additional Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessDate.
Appears in 2 contracts
Samples: Stock Purchase Agreement (1818 Fund Iii Lp), Stock Purchase Agreement (Genesee & Wyoming Inc)
Closing. The closing Subject to the satisfaction or waiver of the saleconditions set forth in Section 3, the sale and purchase and issuance of the PIPE Securities contemplated hereby Notes to be purchased by the Purchaser shall occur at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York time, at a closing (the “Closing”) is contingent upon to be held on October 9, 2009 or, if the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be Closing have not been satisfied or waived by such date, on a date the Business Day that is not less than five (5) business days from occurs three Business Days after the date on which all such conditions to closing (other than those which must occur at Closing) have been satisfied or waived, or on such other Business Day thereafter as may be agreed upon by the Seller and the Purchaser. At the Closing Notice is delivered the Seller will deliver to the Investor, Purchaser the Investor shall deliver Notes to ListCo, three (3) business days prior be purchased by the Purchaser accompanied by written instruments of transfer in the form printed on the Notes against delivery by the Purchaser to the anticipated closing date specified Seller or its order of immediately available funds in the Closing Notice, (i) amount of the Subscription Amount Purchase Price by wire transfer of United States dollars in immediately available funds for the account of the Seller to account number 000-00000-0 at Barclays Bank NY, ABA No: 000-0000-00, Account “SWAPS”. If at the Closing the Seller shall fail to tender the Notes to the account(s) specified by ListCo Purchaser as provided above in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days , or any of the anticipated Closing Date conditions specified in the Closing Notice, ListCo Section 3 shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount have been fulfilled to the Investor; provided thatPurchaser’s satisfaction, unless the Purchaser shall, at its election, be relieved of all further obligations under this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” without thereby waiving any rights the Purchaser may have by reason of such failure or such nonfulfillment. If no Closing has occurred prior to October 15, 2009, the Seller and the Purchaser shall mean be relieved of all further obligations under this Agreement, without thereby waiving any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessrights either party may have by reason of such failure of such nonfulfillment.
Appears in 2 contracts
Samples: Surplus Note Purchase Agreement (Protective Life Insurance Co), Surplus Note Purchase Agreement (Protective Life Corp)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness consummation of, the Transaction. Upon (a) satisfaction or waiver of the Transaction conditions set forth in Section 3 below and (the date the Closing so occurs, the “Closing Date”). Upon b) delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor (the “Closing Notice”), that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCothe Issuer, three (3) business days prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo the Issuer in the Closing Notice (which account Notice, to be held in escrow until the Closing with a reputable law firm or financial institution. The Subscription Amount shall only be released to the Issuer upon Closing. If for any reason the Closing or the Transaction does not happen, or Investor’s Shares are not issued, the Subscription Amount shall be an escrow account) and (ii) returned to the Investor without any deductions. The Investor shall also deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Issuer to be issued to issue the Investor’s Shares, including, without limitation, the legal name of the person in whose name such securities Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On As soon as practicable following, but not later than one (1) business day after the Closing Date, ListCo the Issuer shall (1) issue a number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCothe Issuer’s share registerregister of members and (2) deliver to the Investor a copy of the records of the Issuer’s transfer agent or other evidence showing the Investor as the owner of the Shares on and as of the Closing Date; provided, however, that ListCothe Issuer’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo the Issuer having received the Subscription Amount in full accordance with this Section 2. In the event If the Closing does not occur within two ten (210) business days of following the anticipated Closing Date specified in the Closing Notice, ListCo unless otherwise agreed to in writing by SPAC, the Issuer and Investor, the Issuer shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York Hong Kong or the Cayman Islands are authorized or required by law to close for businessclose.
Appears in 2 contracts
Samples: Subscription Agreement (Crown LNG Holdings LTD), Subscription Agreement (Catcha Investment Corp)
Closing. The initial closing of the sale, purchase sale and issuance of the PIPE Securities contemplated hereby Notes shall be held at the offices of GCA Law Partners LLP, 0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx at 10:00 a.m. on March 15, 2012 or at such other time and place upon which the Company and the Investors who have agreed to purchase a majority of the aggregate principal amount of the Notes shall agree, provided that at such time indications of interest for a minimum of $7,000,000 in principal amount of Notes, in the aggregate, will have been received (hereinafter referred to as the “Initial Closing”) ). In the event there is contingent upon a closing or subsequent sale following the substantially concurrent consummation of Initial Closing, the Transactionterm “Closing” shall apply to the Initial Closing and such subsequent sale. The date of any Closing shall occur contingent upon, and substantially concurrent with is referred to herein as the effectiveness of the Transaction (the date the Closing so occurs, the respective “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor.” At each Closing, the Investor Company shall deliver to ListCo, three (3) business days prior each Investor the Note to be purchased by such Investor against payment of the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount purchase price therefor by check or by wire transfer of United States dollars in immediately available funds made payable to the account(sorder of the Company. The Company may sell up to the balance of the Notes not sold at the Initial Closing at one or more additional closings on a date or dates not later than June 15, 2012 to (i) specified by ListCo in existing equity holders of the Closing Notice (which account shall not be an escrow account) Company and to (ii) any one or more other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued additional purchasers mutually acceptable to the Investor, including, without limitation, the legal name Company and holders in interest of a majority of the person in whose name aggregate principal amount of the Notes sold at the Initial Closing at the price and on the terms set forth herein, provided that any such securities are additional purchaser shall become a party to be issued this Agreement and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On have the Closing Date, ListCo shall issue a number of PIPE Securities rights and obligations hereunder by executing and delivering to the Investor set forth on the Company an additional counterpart signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement . The representations and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear warranties of all liens (other than those arising under applicable securities laws), in the name such additional purchasers shall speak as of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2date of such additional Closing. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Any additional purchaser so acquiring Notes at the Closing upon the delivery by ListCo of a any subsequent Closing Notice in accordance with this Section 2. For shall be considered an “Investor” for purposes of this Subscription Agreement, and any Notes so acquired by such additional purchaser at any subsequent Closing shall be considered “business dayNotes” for purposes of this Agreement and all other agreements contemplated hereby. Following any subsequent Closing, Exhibit A to this Agreement automatically shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions be amended to add all Investors in New York, New York are authorized or required to close for businesssuch subsequent Closing.
Appears in 2 contracts
Samples: Foregoing Agreement (Marrone Bio Innovations Inc), Foregoing Agreement (Marrone Bio Innovations Inc)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on the closing date of the Transaction (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, Transaction and substantially concurrent with the effectiveness satisfaction of the Transaction (the date the Closing so occurs, the “Closing Date”)other conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) ListCo NextGen to the Investor (the “Closing Notice”), that ListCo NextGen reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoNextGen, three one (31) business days day prior to the anticipated expected closing date specified in the Closing NoticeNotice (or such other date agreed to in writing by NextGen), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo NextGen in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo NextGen shall issue a number of PIPE Securities the Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book book-entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCoNextGen’s share register; provided. For purposes of this Subscription Agreement, however“business day” shall mean a day, that ListCo’s obligation other than a Saturday, Sunday or other day on which commercial banks in New York, New York or governmental authorities in the Cayman Islands (for so long as NextGen remains domiciled in Cayman Islands) are authorized or required by law to issue close. Prior to or at the PIPE Securities Closing Date, Investor shall deliver to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2NextGen a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within two (2) business days of after the anticipated Closing Date expected closing date specified in the Closing Notice, ListCo NextGen shall promptly (but not later than three two (32) business days thereafterafter the expected closing date specified in the Closing Notice) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon Closing. For the avoidance of doubt, if any termination hereof occurs after the delivery by ListCo the Investor of a subsequent Closing Notice in accordance with this Section 2. For purposes the Subscription Amount for the Shares and prior to the Closing, NextGen shall promptly (but not later than three (3) business days thereafter) return the Purchase Price to Investor without any deduction for or on account of this Subscription Agreementany tax, “business day” shall mean any day other than a Saturdaywithholding, Sunday charges or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessset-off.
Appears in 2 contracts
Samples: Subscription Agreement (Xos, Inc.), Subscription Agreement (NextGen Acquisition Corp)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities transactions contemplated hereby (the “Closing”) is contingent upon will take place at the substantially concurrent consummation offices of Xxxx Xxxxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M. New York City time on the date designated in written notice delivered by the Company and Equinox to each of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor Founders (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is ) given not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days and no more than five (5) calendar days prior to the date designated in such written notice as the Closing Date (which in no event shall be later than May 21, 2015). The Closing Notice shall include (i) a certification by the Company and Equinox as to the satisfaction of the anticipated Founders’ Closing Conditions and (ii) the proposed Closing Date specified (which in no event shall be later than May 21, 2015). The day on which the Closing takes place is referred to as the “Closing Date.” The Closing will take place remotely via the electronic exchange of documents and signatures, or at such location as may be mutually designated by the Parties in writing. The Parties’ respective obligations to effect the Closing shall be subject to: (x) in the Closing Noticecase of the Founders, ListCo shall promptly the Company’s compliance with Xxxxxxxx 0, 0, 0(x), (but not later than three x) and (3c) business days thereafter) return the Subscription Amount and 10 to the Investorextent required by their terms to be performed at or before Closing, and the representations and warranties in Section 6 and Section 7 being true and correct in all material respects as of the date hereof and as of the Closing Date (the “Founders’ Closing Conditions”); provided thatand (y) in the case of the Company, unless this Subscription Agreement has been terminated pursuant the Founders’ compliance with Sections 1 and 10(a), and the representations and warranties in Section 5 being true and correct in all material respects as of the date hereof and as of the Closing Date. Subject to Section 9 hereofthe satisfaction of the Founders’ Closing Conditions, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing each Founder will, automatically and without any further action being required on the part of any Founder, be deemed to have transferred to the Company the number of Units being redeemed from such Founder concurrently with the initiation by the Company of the wire transfers to such Founders contemplated by Section 2 hereof and such transfers will be deemed to be self-effectuating upon the delivery by ListCo initiation of a subsequent Closing Notice in accordance with this Section 2. For purposes such wire transfers, and no separate documents of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or transfer will be required to close for businesseffectuate such transfers.
Appears in 2 contracts
Samples: Option Agreement (SoulCycle Inc.), Option Agreement (SoulCycle Inc.)
Closing. The closing consummation of the sale, sale and purchase and issuance of the PIPE Securities contemplated hereby pursuant to this Agreement (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall contemplated to occur contingent uponon or before April __, and substantially concurrent with the effectiveness of the Transaction 2007 (the date the Closing so occurs, the “Closing Date”) upon satisfaction of all conditions to Closing. As a condition precedent to Closing, Gunnerman agrees to cause to be delivered to Grushko & Xxxxxxx, P.C. on behalf of the Buyers new stock certificates issued to each Buyer in its Allocated Portion (each a “Reissued Certificate”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing receipt of the Transaction under the Transaction Agreement Reissued Certificates by Grushko & Xxxxxxx, P.C., each Buyer agrees to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name Gunnerman its Allocated Portion of the person Purchase Price in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor accordance with wiring instructions set forth on the signature page to this Subscription Agreement, including below. Upon confirmation of delivery by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear a Buyer of all liens (other than those arising under applicable securities laws), in the name its Allocated Portion of the Investor on ListCo’s share register; providedPurchase Price, howeverGrushko & Xxxxxxx, that ListCo’s obligation P.C. will deliver a Reissued Certificate to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2such Buyer. In the event Grushko & Xxxxxxx, P.C. is not reasonably satisfied that a Buyer has transmitted its proportionate amount of the Purchase Price (as provided in Schedule A hereto (“Proportionate Amount”) to Gunnerman on or before April ___, 2007, then such Buyer’s Reissued Certificate shall be promptly delivered to Gunnerman for reissuance by Borrower to Gunnerman, and such Buyer shall no longer have the right to purchase any portion of the Purchased Stock. The address for deliveries and notices to Grushko & Xxxxxxx, P.C. is 000 Xxxxx Xxxxxx, Xxxx 0000, Xxx Xxxx, XX 00000, fax: (000) 000-0000. Gunnerman and each Buyer may terminate this Agreement if the Closing does has not occur within two (2) business days of the anticipated Closing Date specified in occurred by the Closing Notice, ListCo Date. Buyer shall promptly (but not later than three (3) business days thereafter) return pay the Subscription Amount Purchase Price by wire transfer in immediately available United States funds to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve following account (the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.Seller Account”):
Appears in 2 contracts
Samples: Stock Purchase Agreement (Sulphco Inc), Stock Purchase Agreement (Sulphco Inc)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the Transaction conditions set forth in Section 3 below and (the date the Closing so occurs, the “Closing Date”). Upon b) delivery of written notice from (or on behalf of) ListCo CCNB1 to the Investor (the “Closing Notice”), that ListCo CCNB1 reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoCCNB1, three (3) business days prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo CCNB1 in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo CCNB1 shall issue a number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCoCCNB1’s share register; provided, however, that ListCoCCNB1’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo CCNB1 having received the Subscription Amount in full accordance with this Section 2. In the event If the Closing does not occur within two (2) business days of following the anticipated Closing Date specified in the Closing Notice, ListCo CCNB1 shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York are authorized or required by law to close for businessclose.
Appears in 2 contracts
Samples: Subscription Agreement (CC Neuberger Principal Holdings I), Subscription Agreement (CC Neuberger Principal Holdings I)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon shall occur on the substantially concurrent date of, and immediately prior to (but subject to), the consummation of the Transaction. The Closing shall occur contingent upon, Transactions and substantially concurrent with the effectiveness terms and conditions of the Transaction this Subscription Agreement (the date of the Closing so occursClosing, the “Closing Date”). Upon delivery of written notice from Not less than five (or on behalf of5) ListCo Business Days prior to the Investor (date that the “Closing Notice”), that ListCo Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the “Expected Closing Notice is delivered to the InvestorDate”), the Investor Issuer shall deliver provide written notice to ListCo, three Subscriber (3) business days prior to the anticipated closing date specified in the “Closing Notice, ”) specifying (i) the Subscription Amount Expected Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the Issuer. Subscriber shall deliver to the Issuer no later than two (2) Business Days prior to the Expected Closing Date, the Purchase Price for the Subscribed Shares, by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo the Issuer in the Closing Notice Notice, such funds to be held by the Issuer in escrow until the Closing. If the Transactions are not consummated on or prior to the fifth (which 5th) Business Day after the Expected Closing Date, the Issuer shall promptly (but no later than two (2) Business Days thereafter) return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not not, by itself, be an escrow account) deemed to be a failure of any of the conditions to Closing set forth in this Section 3 to be satisfied or waived on or prior to the Closing Date, and (ii) any other information that unless and until this Subscription Agreement is reasonably requested terminated in accordance with Section 5 herein, Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of a new Closing Notice and (B) to consummate the Closing Notice upon satisfaction of the conditions set forth in order for this Section 3. At the PIPE Securities to be issued to Closing, upon satisfaction (or, if applicable, waiver) of the Investor, including, without limitationconditions set forth in this Section 3, the legal name of Issuer shall issue to Subscriber (or the person funds and accounts designated by Subscriber if so designated by Subscriber, or its nominee in whose name such securities are accordance with its delivery instructions) or to be issued and a duly executed Internal Revenue Service Form W-9 or W-8custodian designated by Subscriber, as applicable. On applicable the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry formSubscribed Shares, free and clear of all any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), which Subscribed Shares, unless otherwise determined by the Issuer, shall be uncertificated, with record ownership reflected only in the name register of shareholders of the Investor Issuer (a copy of which showing Subscriber as the owner of the Subscribed Shares on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event and as of the Closing does not occur within two (2) business days of Date shall be provided to Subscriber on the anticipated Closing Date specified in the Closing Notice, ListCo shall or promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2). For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean means any day other than a Saturdaythat, Sunday or a day on which commercial banking institutions in New York, New York York, is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close for businessclose.
Appears in 2 contracts
Samples: Subscription Agreement (Sports Ventures Acquisition Corp.), Subscription Agreement (Sports Ventures Acquisition Corp.)
Closing. (i) The closing of the salepurchase, purchase sale and issuance of the PIPE Purchased Securities contemplated hereby shall take place at one or more closings (each of which is referred to in this Agreement as a “Closing”). The initial closing (the “Initial Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent concurrently with the effectiveness execution hereof. Subject to the terms and conditions of the Transaction (the date the Closing so occursthis Agreement, the Company may sell and issue Series J Securities at a price per Series J Security no less than $1,000 at one or more subsequent closings (each, a “Closing DateSubsequent Closing”). Upon delivery of written notice from (or on behalf of) ListCo , to the Investor such Persons (the “Additional Purchasers”) as may be approved by the Company. All such sales made at any Subsequent Closing Notice”shall be made on the terms and conditions set forth in this Agreement, the representations and warranties of the Company set forth in Section 2 hereof (and Schedule 2(d)) shall speak as of such Subsequent Closing, that ListCo reasonably expects and the representations and warranties of the Additional Purchasers in Section 3 hereof shall speak as of such Subsequent Closing. The Schedule of Purchasers may be amended by the Company without the consent of the Purchasers to include any Additional Purchasers upon the execution by such Additional Purchasers of a counterpart signature page hereto. Any Series J Securities sold pursuant to this Section 1(b)(i) shall be deemed to be “Purchased Securities” for all conditions purposes under this Agreement and any Additional Purchasers thereof shall be deemed to be “Purchasers” for all purposes under this Agreement. Such Persons shall, upon execution and delivery of a signature page hereto, become parties to, and be bound by, this Agreement without the need for an amendment to this Agreement except to add such Person’s name to the closing Schedule of Purchasers, and shall have the rights and obligations hereunder as of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessSubsequent Closing.
Appears in 2 contracts
Samples: Series J Preferred Stock Subscription Agreement (Lighting Science Group Corp), Series J Subscription Agreement (Lighting Science Group Corp)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities transaction contemplated hereby by this Agreement (the “Closing”) shall take place at the offices of Escrow Agent or at such other location as may be mutually agreed upon by Seller and Buyer, on the date that is contingent fifteen (15) Calendar Days following the date of delivery by Buyer to Seller of Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, or such other date as may be mutually agreed upon by Seller and Buyer (the substantially concurrent consummation “Scheduled Closing Date”); provided, however, in the event all of the Transaction. The conditions set forth in this Agreement are not timely satisfied (or waived in writing by Buyer or Seller, as applicable), on or before the Scheduled Closing Date, then Seller and Buyer shall occur contingent upon, take such action as may be required to cause the purchase and substantially concurrent with the effectiveness sale of the Transaction Property to be consummated in accordance with this Agreement on or before the last to occur of the following events, as applicable: (a) the date Scheduled Closing Date; or (b) fifteen (15) Calendar Days after all of the conditions precedent to Closing so occurs, set forth in Section 8.1 hereof have been satisfied and Seller delivers written notice to Buyer confirming the foregoing (“Closing Date”), provided further, however, in no event shall the Closing Date take place later than October 31, 2010 (“Outside Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo Notwithstanding the foregoing, in the event that, subsequent to the Investor (the “Scheduled Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days Date and prior to the anticipated closing date specified in the Outside Closing NoticeDate, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name all of the person conditions set forth in whose name such securities this Agreement are to be issued and a duly executed Internal Revenue Service Form W-9 timely satisfied (or W-8waived in writing by Buyer or Seller, as applicable. On the Closing Date), ListCo Seller and Buyer shall issue a number of PIPE Securities take such action as may be required to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares purchase and sale of the Property to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice consummated in accordance with this Section 2Agreement as soon as commercially practical after all of the conditions precedent to Closing have been satisfied. For purposes of If Closing has not occurred on or before the Outside Closing Date, Buyer or Seller, if it is not in default under this Subscription Agreement, “business day” shall mean may terminate this Agreement by notice to the other at any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businesstime thereafter unless and until Closing occurs.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Excel Trust, Inc.), Purchase and Sale Agreement (Excel Trust, Inc.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the each a “Closing”) is contingent upon the substantially concurrent consummation of the TransactionTransactions shall occur in stages. The first Closing shall include at least four (4) Transactions and shall occur at 10:00 a.m. (Eastern time) on the date that is fifteen (15) days after the satisfaction (or waiver) of the last of all conditions precedent for at least four (4) Transactions (the “First Scheduled Closing Date”). Each of the remaining Transactions with respect to which all conditions precedent thereto have been satisfied or waived by the party entitled to do so, shall occur on the date that is fifteen (15) days after the satisfaction (or waiver) of the last of all such conditions precedent for the applicable Transaction (each, a “Remaining Scheduled Closing Date”; together with the First Scheduled Closing Date, the “Scheduled Closing Date(s)”); provided, however, that Homburg shall have the right to adjourn a particular Scheduled Closing Date not more than two (2) times to a Business Day that is not later than June 29, 2007 by delivery of written notice to Cedar on or prior to the original Scheduled Closing Date of the adjourned Scheduled Closing Date. Without limitation to the foregoing, the parties agree to use commercially reasonable efforts to close as many of the Transactions on the same date as practicable. Notwithstanding the foregoing but subject to the right of Cedar to adjourn the Closing of one or more Transactions pursuant to Section 10(b) or Section 23 hereof, in the event that all of the conditions precedent with respect to any Transaction shall not have been satisfied or waived by the party entitled to do so by September 28, 2007 (the “Outside Closing Date”), then this Agreement shall automatically terminate on such Outside Closing Date as to such Transaction and the applicable Allotted Deposit shall be refunded to Homburg and the Consideration shall be reduced by the amount of the applicable Allotted Consideration, whereupon the parties hereto shall be relieved of all further liability and responsibility under this Agreement with respect to such Transaction (except for any obligation expressly provided to survive a termination of this Agreement). The Closings shall occur at the offices of the Title Company through an escrow and pursuant to escrow instructions consistent with the terms of this Agreement and otherwise mutually satisfactory to Cedar and Homburg (the date on which any Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the being herein referred to as a “Closing Date”). Upon delivery Each Closing shall constitute approval by each of written notice from (or on behalf of) ListCo Cedar and Homburg of all matters to which such party has a right of approval and a waiver of all conditions precedent related to the Investor (applicable Transaction. For the “Closing Notice”)avoidance of doubt, that ListCo reasonably expects all conditions nothing contained in this Section 4 shall be construed to limit the rights of Cedar pursuant to Section 41 hereinbelow respecting the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered purchase and sale of any Contract Property pursuant to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription applicable Purchase Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Lease Agreement (Cedar Shopping Centers Inc), Agreement Regarding Purchase of Partnership Interests (Cedar Shopping Centers Inc)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with on the effectiveness closing date of the Transaction (the date the Closing so occurs, the “Closing Date”), and be conditioned upon the prior consummation of, the Transaction and the conditions set forth in Section 3. Upon (a) satisfaction or waiver in writing of the conditions set forth in Section 3 below and (b) delivery of written notice from (or on behalf of) ListCo Newco to the Investor (the “Closing Notice”), that ListCo Newco reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a an expected closing date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoNewco, three two (32) business days prior to the anticipated expected closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo Newco in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Notice, to be issued to held in escrow until the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableClosing. On the Closing Date, ListCo Newco shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement Shares to the Investor, free and subsequently clear of any and all liens or other restrictions (other than those under applicable securities laws), and cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor (or its nominee in accordance with the delivery instructions), or to a custodian designated by the Investor, as applicable, on ListCoNewco’s share register; provided, howeverwhich book entry records shall contain the restrictive legend referred to in Section 6(b). For purposes of this Subscription Agreement, that ListCo’s obligation “business day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to issue close. Prior to or at the PIPE Securities to Closing, the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2shall deliver to Newco a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Closing Date does not occur within two five (25) business days of after the anticipated Closing Date expected closing date specified in the Closing Notice, ListCo Newco shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 7 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation (A) to purchase redeliver funds to Newco in accordance with Section 2 following Newco’s delivery to the PIPE Securities at Investor of a new Closing Notice and (B) to consummate the Closing upon satisfaction of the delivery by ListCo conditions set forth in Section 3 immediately after the consummation of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessthe Transaction.
Appears in 2 contracts
Samples: Subscription Agreement (Arena Group Holdings, Inc.), Subscription Agreement (Arena Group Holdings, Inc.)
Closing. The Subject to the satisfaction or waiver of conditions set forth in Section 3, the closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the TransactionTransaction and the receipt of the notice confirming the completion of the required filing (the “CSRC Approval”) pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, promulgated by the China Securities Regulatory Commission on February 17, 2023 (the “Overseas Listing Trial Measures”) and the supporting guidelines of the Overseas Listing Trial Measures. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness consummation of, the Transaction; provided that the Closing shall occur no earlier than immediately after the effective time of the Transaction (the date the Closing so occurs, the “Closing Date”)Initial Merger. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below (except for the condition set forth in Section 3 (b)(iii)) and (b) delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor (the “Closing Notice”), that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days or any later date as agreed in writing by the Investor from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver shall, by irrevocably written wire instruction, transfer to ListCothe Issuer, three (3) business days or any later date as agreed in writing by the Issuer prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by irrevocable wire transfer of United States dollars in immediately available funds to the account(s) bank account specified by ListCo in Section 12(q), to be held until the closing of the Acquisition Merger, however, before the delivery of the Closing Notice (which account Notice, the Issuer may deliver a pre-closing notice to the Investor. Notwithstanding the foregoing, the Investor shall not be an escrow account) and (ii) obligated to transfer the Subscription Amount to such bank account pursuant to this Section 2 prior to the receipt of the CSRC Approval. The Investor shall also deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Issuer to be issued to issue the Investor’s Shares, including, without limitation, the legal name of the person in whose name such securities Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On As soon as practicable following, but not later than one (1) business day after the Closing Date, ListCo the Issuer shall (1) issue a number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCothe Issuer’s share registerregister of members and (2) deliver to the Investor a copy of the records of the Issuer’s transfer agent or other evidence showing the Investor as the owner of the Shares on and as of the Closing Date; provided, however, that ListCothe Issuer’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo the Issuer having received the Subscription Amount in full accordance with this Section 2. In Subject to the event receipt of the Subscription Amount by the Issuer, if the Closing or the closing of the Transaction does not occur within two by the end of September 14, 2023 (2) business days of the anticipated Closing Date specified Eastern Time in the Closing NoticeUnited States), ListCo unless otherwise agreed to in writing by SPAC, the Issuer and Investor, the Issuer shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor; provided that. If, unless this due to reasons attributable to the Issuer, the Issuer fails to return the Subscription Agreement has been terminated pursuant Amount in full to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase within the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice time set forth in accordance with this Section 2, an additional amount of $3,000 shall be payable to the Investor for each calendar day of delay. For purposes of this Subscription Agreement, “business day” shall mean any a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York Hong Kong or the Cayman Islands are authorized or required by law to close for businessclose.
Appears in 2 contracts
Samples: Subscription Agreement (Cheche Group Inc.), Subscription Agreement (Prime Impact Acquisition I)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (At or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in Pricing, the Closing Notice, parties shall take all actions necessary to prepare to (i) effect the Subscription Amount by wire transfer Merger (including the execution of United States dollars in immediately available funds the Articles of Merger which shall be delivered to Home for filing with the account(s) specified by ListCo in appropriate authorities effective on the Closing Notice (which account shall not be an escrow accountFunding and Consummation Date) and (ii) any other information that is reasonably requested effect the conversion and delivery of shares referred to in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerSection 3 hereof; provided, howeverthat such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and certified check(s) referred to in Section 3 hereof, that ListCo’s obligation to issue each of which actions shall only be taken upon the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2Funding and Consummation Date as herein provided. In the event that there is no Funding and Consummation Date and this Agreement automatically terminates as provided in this Section 4 the Articles of Merger shall not be filed and shall be returned to the Stockholder. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of Bracewell & Patterson, L.L.P., South Tower Pennzoil Place, 711 Louisiana, Suite 2000, Xxxxton, Texas 77002. On the Funding and Cxxxxxxxxxxx Xxxx (x) xxx Xxxxxxxx xx Xxxxxx xxxll be filed with the appropriate state authorities so that they shall be, as early as practicable on the Funding and Consummation Date, effective and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the delivery of a certified check or checks in an amount equal to the cash portion of the consideration which the Stockholder shall be entitled to receive pursuant to the Merger referred to in Section 3 hereof and (z) the closing with respect to the IPO shall occur and be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." During the period from the Closing does not occur within two (2) business days Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been IPO is terminated pursuant to Section 9 hereof, the terms of such return of funds underwriting agreement. This Agreement shall also in any event automatically terminate if the Funding and Consummation Date has not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at occurred within 15 business days following the Closing upon Date. Time is of the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessessence.
Appears in 2 contracts
Samples: Agreement and Plan of Organization (Homeusa Inc), Agreement and Plan of Organization (Homeusa Inc)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of the Transaction and concurrently with the Merger (as defined in the date the Closing so occurs, the “Closing Date”Transaction Agreement). Upon (a) satisfaction or waiver (in writing by the person who has the authority to make such waiver) of the conditions set forth in Section 3 of this Subscription Agreement and (b) delivery of written notice from (or on behalf of) ListCo Alpha to the Investor (the “Closing Notice”), that ListCo Alpha reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived (in writing by the person who has the authority to make such waiver) on a date that is not less than five (5) business days Business Days (as defined below) from the date on which the Closing Notice is delivered to the InvestorInvestor (the “Closing Date”), the Investor shall deliver to ListCoAlpha, three two (32) business days Business Days prior to the anticipated closing date Closing Date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo Alpha in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Notice, such funds to be issued to held by Alpha in escrow until the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableClosing. On the Closing Date, ListCo Alpha shall issue a the number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form, form in the name of the Investor (or its nominee in accordance with its delivery instructions) on Alpha’s share register free and clear of all any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCoAlpha’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo Alpha having received the Subscription Amount in full accordance with this Section 22 of this Subscription Agreement. In the event that the Closing consummation of the Transaction does not occur within two (2) business days of Business Days after the anticipated Closing Date specified in the Closing Notice, ListCo unless otherwise agreed to in writing by Alpha and the Investor, Alpha shall promptly (but not in no event later than three (3) business days thereafterBusiness Days after the anticipated Closing Date specified in the Closing Notice) return the Subscription Amount funds so delivered by the Investor to Alpha by wire transfer in immediately available funds to the account specified by the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds and any book entries shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2be deemed cancelled. For purposes of this Subscription Agreement, “business dayBusiness Day” shall mean any day day, other than a SaturdaySaturday or Sunday, Sunday or a day on which commercial banking institutions banks in New York, New York and Boston, Massachusetts are authorized or required to close open for the general transaction of business.
Appears in 2 contracts
Samples: Subscription Agreement (Alpha Healthcare Acquisition Corp.), Subscription Agreement (Alpha Healthcare Acquisition Corp.)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby Mergers (the “Closing”) is contingent upon shall occur on the substantially concurrent consummation third (3rd) Business Day after all of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction conditions set forth in Article VII (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), other than those conditions that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement by their terms are required to be satisfied or waived on a date that is not less than five (5) business days from at the date on which the Closing Notice is delivered Closing, but subject to the Investor, satisfaction or waiver of such conditions) shall have been satisfied or waived by the Investor shall deliver to ListCo, three (3) business days prior party entitled to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name benefit of the person in whose name same or at such securities are to other time and date as shall be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On agreed upon by the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerparties; provided, however, that ListCo’s obligation notwithstanding the satisfaction of all of the conditions set forth in Article VII (other than those conditions that by their terms are required to issue be satisfied or waived at the PIPE Securities Closing), in no event shall Parent, the Parent Operating Partnership or Merger Sub be required to consummate the Mergers until the earlier of (i) the date that is five (5) Business Days after all of the consents and approvals of Third Parties set forth in Section 2.2 of the Company Disclosure Letter have been obtained and (ii) subject to the Investor is contingent upon ListCo having received following proviso, October 31, 2013; provided that if as of October 31, 2013 any such consents or approvals have not been obtained, in no event shall Parent, the Subscription Amount in full accordance with this Section Parent Operating Partnership or Merger Sub be required to consummate the Mergers until December 2, 2013, it being understood that if any such consents or approvals are not obtained as of December 2, 2013, Parent, the Parent Operating Partnership and Merger Sub shall be required to consummate the Closing on December 2, 2013. In the event that the Closing does not occur within two (2) business days is delayed pursuant to either of the anticipated Closing Date specified in foregoing provisos, if Parent, the Parent Operating Partnership and Merger Sub are prepared to consummate the Mergers prior to October 31, 2013 or December 2, 2013, as applicable, Parent shall deliver written notice to the Company stating that it is prepared to consummate the Closing Notice, ListCo and the Closing shall promptly occur on the third (but not later than three (33rd) business days thereafter) return Business Day following the Subscription Amount delivery of such notice. The date on which the Closing occurs is referred to in this Agreement as the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds “Closing Date”. The Closing shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities take place at the Closing upon the delivery by ListCo offices of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription AgreementProskauer Rose LLP, “business day” shall mean any day other than a SaturdayEleven Times Square, Sunday or a day on which commercial banking institutions in New York, New York are authorized York, 10036, or required at such other place as agreed to close for businessby the parties hereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CapLease, Inc.), Agreement and Plan of Merger (American Realty Capital Properties, Inc.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of the Merger (as defined in the Transaction (the date the Closing so occurs, the “Closing Date”Agreement). Upon delivery (a) satisfaction or waiver of the conditions set forth in this Section 2 and Section 3 below and (b) receipt of an executed Form W-9 and written notice from (or on behalf of) ListCo Roman to the Investor (the “Closing Notice”), ) that ListCo Roman reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to received by the Investor, the Investor shall deliver to ListCoRoman, three one (31) business days day prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo Roman in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo Roman shall issue a the number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form in the name of the Investor on Roman’s share register; provided, however, that Roman’s obligation to issue the Shares to the Investor is contingent upon Roman having received the Subscription Amount in full accordance with this Section 2. Notwithstanding the foregoing two sentences, for any Investor that informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it is advised by an investment adviser subject to regulation under the Investment Advisers Act of 1940, as amended, or (3) that its internal compliance policies and procedures so require it, then, in lieu of the settlement procedures in the foregoing two sentences, the following shall apply: such Investor shall deliver on the Closing Date the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by the Company in the Closing Notice against delivery of the number of Shares to the Investor set forth on the signature page to this Subscription Agreement in book entry form, free and clear of all any liens or other restrictions (other than those arising under applicable securities laws), in the name of the Investor (or its nominee in accordance with its delivery instructions) and provide evidence from Roman’s transfer agent of the issuance of such Shares on ListCo’s share register; provided, however, and as of the Closing Date (it being understood that ListCo’s obligation to issue the PIPE Securities such evidence must be received prior to the Investor is contingent upon ListCo having received funding the Subscription Amount in full accordance with this Section 2Amount). In the event that the Closing Date does not occur within two one (21) business days of day after the anticipated Closing Date specified in the Closing Notice, ListCo Roman shall promptly (but not later than three two (32) business days thereafterafter the anticipated Closing Date specified in the Closing Notice) return the funds delivered by the Investor for payment of the Subscription Amount by wire transfer in immediately available funds to the account specified by the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day day, other than a SaturdaySaturday or Sunday, Sunday or a day on which commercial banking institutions banks in New York, New York are authorized or required to close open for the general transaction of business.
Appears in 2 contracts
Samples: Joinder Agreement (Roman DBDR Tech Acquisition Corp.), Subscription Agreement (Roman DBDR Tech Acquisition Corp.)
Closing. The (a) Subject to the terms and conditions of this Subscription Agreement, the closing of the sale, purchase and issuance acquisition of the PIPE Securities Subscription Shares contemplated hereby (the “Closing”) is contingent shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), and the Closing shall be conditioned upon the substantially concurrent consummation of the Transaction. The Transaction and the delivery prior to the Closing shall occur contingent upon, and substantially concurrent with of certain Class B Ordinary Shares to the effectiveness shareholders of the Transaction SPAC (the date the Closing so occurs, the “Closing DateShare Delivery”). Upon Following delivery of written notice from (or on behalf of) ListCo Issuer to the Investor that specifies the number of Subscription Shares (the “Closing Notice”), ) that ListCo Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date an expected Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorInvestor and containing the wire instructions for delivery of the Subscription Amount to Issuer, the Investor shall deliver to ListCo, three the Issuer two (32) business days prior to the anticipated closing date specified in the expected Closing Notice, Date (ix) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(sEscrow Account (as defined below) specified by ListCo Issuer in the Closing Notice (which account shall not Notice, to be an escrow account) held in such Escrow Account until the completion of the Share Delivery, and (iiy) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or W-8, as applicableappropriate Form W-8 of the Investor. On the Closing Date, ListCo shall issue a number of PIPE Securities Subject to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to Issuer receiving such deliverables from the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name satisfaction or waiver of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue conditions set forth in Section 3 below and the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days substantially concurrent consummation of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.Transaction:
Appears in 2 contracts
Samples: Subscription Agreement (Cohn Robbins Holdings Corp.), Subscription Agreement (Cohn Robbins Holdings Corp.)
Closing. The closing If the Beneficiary validly exercises its Right of the saleFirst Refusal, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under sale and purchase of the Transaction Agreement to be satisfied or waived on a date that is not less than Offered Membership Interest shall take place at the offices of the Beneficiary’s counsel forty-five (545) business calendar days from after the date on which of the Closing Notice is delivered to Beneficiary’s acceptance of the InvestorOffer; provided, that the Investor closing shall deliver to ListCo, in no event occur earlier than three (3) business days prior Business Days after receipt of all approvals required from, and expiration of all waiting periods (including waiting periods under the Xxxx-Xxxxx-Xxxxxx Act) imposed by, any governmental authorities in connection with the purchase and sale. At closing, (a) the Offeror shall represent and warrant to the anticipated closing date specified in Beneficiary that the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds Beneficiary is receiving good and marketable legal and beneficial title to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry formOffered Membership Interest, free and clear of all liens any liens, pledges, claims, security interests, encumbrances, and similar interests of any kind whatsoever (other than those arising under restrictions imposed by the Securities Act, applicable state securities laws, and this Agreement), which representations and warranties shall be the sole representations and warranties required of the Offeror, and (b) the Beneficiary shall deliver to the Offeror the purchase price specified in the Offer in immediately available funds. Notwithstanding anything to the contrary in this Section 19.1.2.2, if the Beneficiary exercises its Right of First Refusal and, in connection therewith, a governmental authority whose approval is required to consummate the purchase of the Offered Membership Interest fails to approve such transaction or imposes a condition on its approval that, in the name reasonable discretion of the Investor on ListCo’s share register; providedBeneficiary, however, that ListCo’s obligation to issue would make the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days purchase by it of the anticipated Closing Date specified Offered Membership Interest impractical or not otherwise in the Closing Noticebest interests of the Beneficiary, ListCo then the Beneficiary may terminate the purchase of the Offered Membership Interest, and upon such termination, the Beneficiary shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its have no further obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessrespect thereto.
Appears in 2 contracts
Samples: Truck Business Relationship Agreement (Navistar International Corp), Joint Venture (Navistar International Corp)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor Company shall deliver to ListCoThinkEquity Partners (the "Placement Agent"), three (3) business days prior to in trust, a certificate or certificates, registered in such name or names as the anticipated closing date specified in Investors may designate, representing the Closing NoticeShares and Warrants, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information with instructions that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities certificates are to be issued and held for release to each Investor only upon payment in full of that Investor's Purchase Price as set forth in the signature pages of this Agreement. Upon such receipt by the Placement Agent of the certificates, each Investor shall promptly, but no more than one Business Day thereafter, cause a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities wire transfer in same-day funds to be sent to the Investor account of the Company set forth immediately following this paragraph in an amount representing such Investor's Purchase Price as set forth on the signature page pages to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities any Investor party to the Investor is contingent upon ListCo having received Conversion Agreement shall be required to wire transfer only the Subscription Amount amount by which the Purchase Price exceeds the Applied Conversion Proceeds. On the date (the "Closing Date") the Company receives from any Investor, such Investor's Purchase Price constituting in full accordance with this the aggregate the minimum amount required by Section 26.2(d) hereof, the certificates evidencing the Shares and Warrants purchased by such Investors shall be released to the Investors (the "Closing"). In To the event extent the Closing does not occur within two (2) business days three Business Days of the anticipated date the Company receives from any Investor such Investor's Purchase Price, the Company shall, by the next Business Day, return to such Investor such Investor's Purchase Price. The Closing Date specified of the purchase and sale of the Shares and Warrants shall take place at the offices of the Company, or at such other location and on such other date as the Company and the Investors shall mutually agree. To the extent permitted by Section 6, the transactions contemplated by this Agreement may occur in more than one Closing, in which case the terms "Closing" and "Closing NoticeDate" shall, ListCo for each Investor, refer to or be based upon the Closing(s) in which such Investor participates. The Purchase Price shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount be wire transferred to the Investor; provided thatfollowing account: Alliance Bank 0000 Xxxx Xxxxxx, unless this Subscription Agreement has been terminated pursuant to Section 9 hereofXxxxx 000 Xxxxxx, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription AgreementXX 00000 Routing # 000000000 Beneficiary Account Name: VitalStream, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.Inc. Beneficiary Account Number: 00000000
Appears in 2 contracts
Samples: Purchase Agreement (Vitalstream Holdings Inc), Purchase Agreement (Vitalstream Holdings Inc)
Closing. The closing consummation of the sale, purchase transfer, and issuance conveyance of title, ownership, and control of the PIPE Securities Property to Purchaser and the closing of the other transfers and transactions contemplated hereby by this Agreement (collectively, the “Closing”) is contingent upon shall be defined as the substantially concurrent consummation date that the following have occurred: (i) the final, mutually approved versions of the TransactionDeed and any other necessary conveyance documents have been recorded in the official records of the Cache County Recorder’s Office; (ii) previously approved, executed counterparts of the Bxxx of Sale, the General Assignment, the Assignment of Intangible Property, and all other Seller Closing Documents and Purchaser Closing Documents required of the Parties shall have been delivered to the Title Company, (iii) Purchaser shall have paid to Title Company all funds required from Purchaser necessary to close the transaction the subject of this Agreement at Closing, and (iv) Purchaser shall have directed the Title Company to release the Purchase Price funds to the Seller. The Closing shall occur contingent upon, and substantially concurrent with on or before fifteen (15) days after the effectiveness expiration of the Transaction Due Diligence Deadline (the date the Closing so occurs, the “Closing Date”). Upon delivery of , or on such earlier date as may be mutually agreed by the Purchaser and Seller by written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”)approved by both Parties, that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is given not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business calendar days prior to the anticipated closing date specified in earlier Closing Date. Purchaser shall have the right to extend the Closing NoticeDate for an additional fifteen (15) days, (i) the Subscription Amount by wire transfer giving written notice of United States dollars in immediately available funds such extension to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 Seller on or W-8, as applicable. On before the Closing Date. Except as otherwise provided in this Agreement (including, ListCo under Section 5.2 above), the Closing Date may not be further extended without the prior written approval of Seller and Purchaser. The Closing shall issue a number of PIPE Securities occur on or prior to the Investor set forth on Closing Date at an exact time agreed to by the signature page Parties in the offices of the Title Company. Notwithstanding the foregoing, the Parties agree that the Closing may occur through the mail and/or electronic transmission pursuant to this Subscription Agreement, including by delivering a mutually acceptable escrow arrangement among the executed Pre-Funded Warrant Agreement Parties and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessTitle Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Polarityte, Inc.), Purchase and Sale Agreement (Polarityte, Inc.)
Closing. a. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing Transactions and shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”)immediately prior thereto. Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not Not less than five (5) business days from prior to the scheduled closing date on which of the Transactions (the “Closing Date”), the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of such Closing Date. Subscriber shall deliver to the Issuer no later than one (1) Business Day before the Closing Date (as specified in the Closing Notice is delivered or otherwise agreed to by the Issuer and Subscriber) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds (i) to the Investor, account specified by the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified Issuer in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to held in escrow by the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableIssuer. On the Closing Date, ListCo the Issuer shall issue a number of PIPE Securities deliver to Subscriber (i) the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Acquired Shares to be registered in book entry (or if requested by Subscriber in writing at a reasonable time in advance of the Closing, certificated) form, free and clear of all any liens or other restrictions whatsoever (other than those set forth in this Subscription Agreement, arising under applicable any written agreement of which Subscriber is a party or arising under state or federal securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount Subscriber (or its nominee in full accordance with this Section 2its delivery instructions) or to a custodian designated by Subscriber, as applicable, and (ii) a copy of the records of the Issuer’s transfer agent (the “Transfer Agent”) showing Subscriber as the owner of the Acquired Shares on and as of the Closing Date (the “Subscriber’s Deliveries”). In the event the Closing closing of the Transactions does not occur within two five (25) business days of the anticipated Closing Date specified in the Closing Notice, ListCo unless otherwise instructed by the Issuer and Subscriber, the Issuer shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the Investor; provided thataccount specified by Subscriber, unless and any book entries or share certificates shall be deemed cancelled and any share certificates shall be promptly (but not later than one (1) business day thereafter) returned to the Issuer. Notwithstanding such return, (i) a failure to close on the expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Closing set forth in this Subscription Agreement has been terminated pursuant Section 2 to Section 9 hereofbe satisfied or waived on or prior to the Closing Date, such return and (ii) Subscriber shall remain obligated (A) to redeliver funds to the Issuer following the Issuer’s delivery to Subscriber of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation a new Closing Notice and (B) to purchase the PIPE Securities at consummate the Closing upon satisfaction of the delivery by ListCo of a subsequent Closing Notice conditions set forth in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.
Appears in 2 contracts
Samples: Subscription Agreement (Nextnav Inc.), Subscription Agreement (Spartacus Acquisition Corp)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Acquired Shares contemplated hereby (the “Closing”) is contingent shall occur on the closing date (the “Closing Date”) and be conditioned upon the prior or substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo Purchaser to the Investor (the “Closing Notice”), that ListCo Issuer and Purchaser reasonably expects expect all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a an expected closing date that is not less than five fifteen (515) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three Purchaser at least ten (310) business days prior to the anticipated closing date specified in of the Closing NoticeTransaction, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo Purchaser in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo Purchaser shall issue a number of PIPE Securities the Acquired Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently promptly cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCoPurchaser’s share register; providedregister or register of members, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2as applicable. In the event the Closing closing of the Transaction does not occur within two (2) business days of the anticipated Closing Date specified expected closing date in the Closing Notice, ListCo unless otherwise agreed by Purchaser and the Investor, Purchaser shall promptly (but not later than three two (32) business days thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor; , and any book entries or share certificates shall be deemed cancelled, provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of or its obligation obligations to purchase the PIPE Securities Acquired Shares at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2Closing. For purposes of this Subscription Agreement, “business day” shall mean any day a day, other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York are authorized or required by law to close for businessclose. Prior to or at the Closing, Investor shall deliver to Issuer a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8, to the extent applicable.
Appears in 2 contracts
Samples: Subscription Agreement (Arisz Acquisition Corp.), Subscription Agreement (Arisz Acquisition Corp.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on the closing date of the Transaction (the “Closing Date”) and be conditioned upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, Transaction and substantially concurrent with the effectiveness satisfaction of the Transaction (the date the Closing so occurs, the “Closing Date”)other conditions set forth in Section 3 hereof. Upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor (the “Closing Notice”), ) that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a an expected closing date that is not less than five ten (510) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCothe Issuer, three two (32) business days prior to the anticipated expected closing date specified in the Closing NoticeNotice and following the Investor’s receipt of return of the Deposit pursuant to Section 4.2, (i) the Subscription Amount by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account in an escrow bank specified by ListCo the Issuer in the Closing Notice Notice, to be held in escrow until the closing of the First Merger. As soon as practicable following, but not later than one (which account shall not be an escrow account1) and (ii) any other information that is reasonably requested in business day after the Closing Notice in order for Date, the PIPE Securities to be issued Issuer shall (i) issue the Shares to the Investor, including, without limitation, the legal name free and clear of the person in whose name such any liens or other restrictions (other than those arising under applicable securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, laws) and subsequently cause the Shares to be registered in book book-entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCothe Issuer’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities register of members and (ii) provide to the Investor is contingent upon ListCo having received evidence of such issuance from the Subscription Amount in full accordance with this Section 2. In Issuer’s transfer agent (the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2“Transfer Agent”). For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York York, the Cayman Islands, Hong Kong SAR and People’s Republic of China (excluding, for the purposes of this Agreement only, Hong Kong SAR, Macau SAR and Taiwan, “PRC”), are authorized or required by law to close close. If the Closing does not occur within ten (10) business days following the expected closing date specified in the Closing Notice, the Issuer shall, unless the Issuer and the Investor otherwise agree in writing that the Subscription Amount continues to be held in escrow in favor of the Investor, promptly (but not later than two (2) business days thereafter) cause the return of the Subscription Amount in full to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for businessthe Shares shall be deemed cancelled (to the extent the Shares are issued); provided that unless this Subscription Agreement has been terminated pursuant to Section 7, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing upon delivery by the Issuer of a subsequent Closing Notice in accordance with the terms of this Section 2. Prior to or on the Closing Date, the Investor shall deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the Issuer to issue the Shares, including, without limitation, the legal name of the person in whose name such Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable.
Appears in 2 contracts
Samples: Subscription Agreement (Lotus Technology Inc.), Subscription Agreement (Lotus Technology Inc.)
Closing. The closing of (a) At the saleClosing, purchase and issuance of the PIPE Securities contemplated hereby (Stockholder will deliver to Bakex Xxxhxx x xertificate or certificates representing the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponOption Shares being purchased, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank, and substantially concurrent with Bakex Xxxhxx xxxl pay the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars purchase price in immediately available funds by wire transfer to an account designated by the Stockholder. Transfer taxes, if any, imposed as a result of the exercise of the Option and the transfer of any Option Shares will be paid by the Stockholder. (b) The obligations of Bakex Xxxhxx xxx the Stockholder to consummate the purchase and sale of the Option Shares pursuant to this Article I will be subject to the account(sfulfillment of the following conditions: (i) specified by ListCo in The expiration or termination of the Closing Notice (which account shall not be an escrow account) waiting period applicable to the consummation of such transactions under the HSR Act; and (ii) Neither of the parties hereto shall be subject to any other information that is order of injunction of a court of competent jurisdiction which prohibits the consummation of such transactions. 2 3 Each of the parties will promptly make, and will use all reasonable efforts to cause each of their respective affiliates to make, all such filings and take all such actions as may be reasonably requested in the Closing Notice required in order for to permit the PIPE Securities to lawful exercise of the Option, as promptly as possible. The date of any Closing may be issued extended, if required, to the Investornext business day following (1) the date that any applicable waiting period under the HSR Act shall have expired or been earlier terminated (but not beyond August 31, including, without limitation, 1997 unless Drilex shall not have complied with its obligations under the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Merger Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities lawswith respect thereto), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days the date that all other necessary governmental approvals for the sale of the anticipated Closing Date specified in Option Shares for which the Closing NoticeOption shall have been exercised shall have been obtained, ListCo shall promptly (but not later than three and (3) business days thereafter) return the Subscription Amount satisfaction of any other condition to the InvestorClosing; provided that, unless this Subscription Agreement has been terminated that any delay pursuant to Section 9 hereof, such return of funds clauses (2) or (3) shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this exceed 10 business days. Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business1.04.
Appears in 2 contracts
Samples: Stockholder Agreement (Drilex International Inc), Conformed Copy Stockholder Agreement (Baker Hughes Inc)
Closing. (a) The closing of the sale, purchase and issuance of the PIPE Securities Subscriptions contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation Acquisition Closing and shall occur immediately prior thereto. Not less than two (2) business days prior to the scheduled Acquisition Closing date, the Issuer shall provide written notice to Subscriber (the “Closing Notice”) of the Transaction. The date of Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction hereunder (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which On the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing NoticeDate, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds Issuer shall deliver to Subscriber the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry formAcquired Shares, free and clear of all any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), in the name of the Investor on ListCo’s share register; providedSubscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, howeveras applicable, that ListCo’s obligation to issue the PIPE Securities and (ii) prior to the Investor is contingent upon ListCo having received Acquisition Closing, Subscriber shall deliver to the Subscription Amount Issuer the aggregate cash purchase price payable pursuant to Section 1 (in full accordance respect of the total number of Preferred Shares (or alternative securities of the Issuer with this substantially similar economic terms, if required under Section 21(b)) being acquired thereunder) and Section 2(a)(iv) (in respect of the total number of Private Placement Shares, if any, being acquired thereunder) by wire transfer of U.S. dollars in immediately available funds to the account specified by the Issuer in the Closing Notice. In the event the Acquisition Closing does not occur within two one (21) business days day of the anticipated Closing Date specified in Closing, the Closing Notice, ListCo Issuer shall promptly (but not later than three two (32) business days thereafter) return to Subscriber the Subscription Amount aggregate cash purchase price deposited with the Issuer, and any book-entries or share certificates shall be deemed cancelled and any share certificates shall be promptly (but not later than two (2) business days thereafter) returned to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessIssuer.
Appears in 2 contracts
Samples: Backstop and Subscription Agreement, Backstop and Subscription Agreement (Hennessy Capital Acquisition Corp. III)
Closing. The Company shall deliver a notice to the Subscriber, at least five (5) Business Days before the closing of the Business Combination (the “Business Combination Closing”) (or such lesser number of days as the Subscriber may consent to in writing), specifying the date of the Business Combination Closing, the aggregate Purchase Price for the Securities to be purchased by the Subscriber and instructions for wiring the Purchase Price. The closing of the sale, purchase and issuance sale of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon shall be held on the substantially concurrent consummation of same date and immediately prior to the Transaction. The Business Combination Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the such date the Closing so occurs, being referred to as the “Forward Closing Date”). Upon delivery of written notice from Except as otherwise mutually agreed by the parties hereto, at least one (or on behalf of1) ListCo Business Day prior to the Investor (the “Forward Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the InvestorDate, the Investor Subscriber shall deliver to ListCothe Company, three (3) business days prior to be held in escrow until the anticipated closing date specified in Closing, the Closing Notice, (i) Purchase Price for the Subscription Amount Securities by wire transfer of United States U.S. dollars in immediately available funds to the account(s) account specified by ListCo the Company in such notice. Immediately prior to the Closing Notice on the Forward Closing Date, (which account i) the Purchase Price shall not be an released from escrow account) automatically and without further action by the Company or the Subscriber and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitationupon such release, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo Company shall issue a number of PIPE the Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed PreSubscriber in book-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all any liens or other restrictions whatsoever (other than those arising under applicable state or federal securities laws), registered in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount Subscriber (or its nominee in full accordance with this Section 2its delivery instructions), or to a custodian designated by the Subscriber, as applicable. In the event the Business Combination Closing does not occur within two on the date scheduled for closing (2) business days of the anticipated Closing Date specified in unless otherwise extended), the Closing Notice, ListCo shall not occur and the Company shall promptly (but not later than three one (31) business days Business Day thereafter) return the Subscription Amount Purchase Price to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2Subscriber. For purposes of this Subscription Agreement, “business Business Day” means any day” shall mean any day , other than a SaturdaySaturday or a Sunday, Sunday or that is neither a legal holiday nor a day on which commercial banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York are authorized or required to close for businessYork.
Appears in 2 contracts
Samples: Forward Purchase Agreement (Silverbox Engaged Merger Corp I), Forward Purchase Agreement (Silverbox Engaged Merger Corp I)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Subscription Closing”) is contingent upon shall occur on the substantially concurrent date of, and immediately prior to, the consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”)Transactions. Upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor Subscriber (the “Closing Notice”), ) at least seven Business Days prior to the date that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived on a date that is not less than five (5) business days from the date on which the “Expected Closing Notice is delivered to the InvestorDate”), the Investor Subscriber shall deliver to ListCo, the Issuer no later than three (3) business days Business Days prior to the anticipated closing date specified in Expected Closing Date, the Closing NoticePurchase Price for the Subscribed Shares, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified Issuer in the Closing Notice, ListCo such funds to be held by the Issuer in escrow until the Subscription Closing. If the Transactions are not consummated within 10 Business Days of the Expected Closing Date, the Issuer shall promptly (but not later than three (3) business days thereafter) return the Purchase Price to Subscriber by wire transfer of United States dollars in immediately available funds to an account specified by Subscriber. Notwithstanding such return, (i) a failure to close on the Expected Closing Date shall not, by itself, be deemed to be a failure of any of the conditions to Subscription Amount Closing set forth in this Section 3 to be satisfied or waived on or prior to the Investor; provided thatClosing Date, unless and (ii) Subscriber shall remain obligated (a) to redeliver funds to the Issuer in escrow following the Issuer’s delivery to Subscriber of a new Closing Notice and (b) to consummate the Subscription Closing upon satisfaction of the conditions set forth in this Section 3. At the Subscription Agreement has been terminated pursuant Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 3, the Issuer shall deliver to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement Subscriber the Shares in certificated or relieve the Investor of its obligation to purchase the PIPE Securities book entry form (at the Closing upon Issuer’s election) in the delivery by ListCo name of a subsequent Closing Notice Subscriber (or its nominee in accordance with this Section 2its delivery instructions) or to a custodian designated by Subscriber, as applicable. For purposes of this Subscription Agreement, “business Business Day” means any day” shall mean any day other than a Saturday, Sunday except Saturday or a day Sunday, on which commercial banking institutions banks are not required or authorized to close in New York, New York are authorized or required to close for businessYork.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Cartesian Growth Corp), Subscription Agreement (Cartesian Growth Corp)
Closing. The closing of Subject to this Section 1.4 and assuming the saleMinimum Condition has been met, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under Offering with respect to each individual Investor (the Transaction "Closing") shall take place at the offices of the Company’s attorney, Xxxxxxxx Xxxxxxxxx Xxxxxxxx & Xxxxxxxx, LLP (at the address in Section 5.8, Notices) upon the Company’s acceptance of such Investor’s Subscription Agreement on such date as may be determined by the Company, but which shall be no later than September 7, 2007. The Investor understands and agrees that the Company, in its sole discretion, has the right to reject any Subscription Agreement proffered to it by an Investor at any time prior to the Closing, and/or to waive any of the requirements for the purchase of the Units set forth herein with respect to any Investor or Investors (which waivers need not be satisfied uniform as among or waived on a date between Investors). In the event that this Subscription Agreement is not less than five (5) business days accepted by the Company on or before the September 7, 2007 or in the event that the Company withdraws or terminates this Offering, the Company will promptly return to the undersigned Investor, without interest, all funds received from the date on which undersigned Investor in respect hereof. At the Closing Notice is delivered Closing, the Company (i) shall deliver (or irrevocably instruct its transfer agent to deliver) to the Investor, certificates representing the number of shares of Common Stock and 2007 Series Warrants to be purchased by the Investor shall deliver to ListCohereunder, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information shall execute and deliver (or cause to be delivered) to the Investor, a fully executed copy of the Registration Rights Agreement attached hereto as Exhibit B and (iii) shall execute and deliver (or cause to be delivered) to the Investor a signed counterpart of this Subscription Agreement. The Investor expressly acknowledges and agrees that is reasonably requested in the Closing Notice in order for the PIPE Securities certificates to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities him at the Closing upon shall bear a legend to the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2following effect: THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. For purposes of this Subscription AgreementTHE SECURITIES MAY NOT BE OFFERED FOR SALE, “business day” shall mean any day other than a SaturdaySOLD, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessTRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT OR PURSUANT TO AN EXEMPTION THEREFROM.
Appears in 2 contracts
Samples: Subscription Agreement (Advanced Photonix Inc), Subscription Agreement (Advanced Photonix Inc)
Closing. The closing (a) In the event Acquisition Corp. wishes to exercise the Top-Up Option, Acquisition Corp. shall send to the Company a written notice (a "TOP-UP EXERCISE NOTICE," the date of which notice is referred to herein as the "NOTICE DATE") specifying the number of shares of Common Stock to be acquired by Acquisition Corp. pursuant to the Top-Up Option, the denominations of the sale, purchase and issuance of certificate or certificates evidencing the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occursTop-Up Option Shares that Acquisition Corp. wishes to receive, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to place for the closing of the Transaction under purchase and sale pursuant to the Transaction Agreement to be satisfied or waived on Top-Up Option (the "TOP-UP CLOSING") and a date that is not less earlier than five (5) one business day nor later than 10 business days after the Top-Up Notice Date for the Top-Up Closing (the "CLOSING DATE"); PROVIDED, HOWEVER, that (i) if the Top-Up Closing cannot be consummated by reason of any applicable law or order, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) such restriction on consummation has expired or been terminated and (ii) without limiting the foregoing, if prior notification to or approval of any other information that governmental entity is reasonably requested required in connection with such purchase, Acquisition Corp. and the Company shall promptly file the required notice or application for approval and shall cooperate in the Closing Notice expeditious filing of such notice or application, and the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, (A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in order for the PIPE Securities to be issued to the Investoreither event, includingany requisite waiting period has expired or been terminated. The Company shall, without limitation, the legal name promptly after receipt of the person in whose name such securities are Top-Up Exercise Notice, deliver a written notice to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On Acquisition Corp. confirming the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed PreTop-Funded Warrant Agreement Up Option Shares and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to aggregate purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessprice therefor.
Appears in 2 contracts
Samples: Stock Option Agreement (Prentice Capital Management, LP), Stock Option Agreement (Prentice Capital Management, LP)
Closing. The closing of the saleIntegration Transaction, purchase and issuance of including the PIPE Securities contemplated hereby Merger (the “Closing”), shall take place on two consecutive Business Days commencing on the fifth Business Day following the day on which all the conditions set forth in Article X are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) is contingent upon via electronic exchange of documents and signatures; provided that the substantially concurrent consummation Closing may occur on such other dates or at such other time and place as Xxx and Polaris may mutually agree in writing; provided, further, that (a) if the Parties have confirmed in writing that all the conditions set forth in Article X are satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but which conditions are capable of being satisfied at the Closing), then Polaris and Xxx shall each have the right to extend, from time to time, the Closing Dates for additional periods of time (any such extension of the Transaction. The Closing shall occur contingent uponDates, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the a “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing NoticeExtension Period”), that ListCo reasonably expects each such Closing Extension Period not to exceed 30 days, and the aggregate of all conditions Closing Extension Periods not to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business exceed 120 days from the date on which the Closing Notice is delivered to would otherwise have occurred, and (b) at the Investorfinal expiration of any Closing Extension Period, the Investor Closing shall deliver to ListCo, three (3) business days prior to take place on the anticipated closing date specified in first two consecutive Business Days commencing on the Closing Notice, (i) fifth Business Day after the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name expiration of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On final Closing Extension Period on which the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor conditions set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens Article X are satisfied or waived (other than those arising under applicable securities laws)conditions (i) set forth in Section 10.1(e) and any closing certificate related to such Sections, in (ii) that by their terms are to be satisfied at the name of the Investor on ListCo’s share register; providedClosing, however, that ListCo’s obligation to issue the PIPE Securities but subject to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days satisfaction or waiver of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities conditions at the Closing upon and (iii) if such Closing Extension Period resulted from an exercise by Polaris of its right to extend the delivery by ListCo of a subsequent Closing Notice Closing, set forth in accordance with this Section 2Section 10.2(c)(i)). For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day The dates on which commercial banking institutions in New York, New York the Closing actually occurs are authorized or required hereinafter referred to close for businessas the “Closing Dates.”
Appears in 2 contracts
Samples: Transaction Agreement and Plan of Merger (Loral Space & Communications Inc.), Transaction Agreement and Plan of Merger (Telesat Canada)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the TransactionDomestication and the immediately subsequent consummation of the Transactions. The Closing shall occur contingent upon, and substantially concurrent with immediately prior to the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”)Transactions. Upon delivery of written notice from (or on behalf of) ListCo XXXX to the Investor (the “Closing Notice”), ) that ListCo XXXX reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement Transactions to be satisfied or waived occur on a specified date that is not less than five (5) business days from after the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoXXXX, three (3i) at least two business days prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo XXXX in the Closing Notice (which account shall not Notice, to be an held in escrow account) until the Closing and (ii) at least three business days prior to the Closing Date, any other information that is reasonably requested in the Closing Notice in order for XXXX to issue the PIPE Securities Investor the Shares to be issued to the Investoracquired hereunder, including, without limitation, the legal name of the person in whose name such securities Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo XXXX shall issue a the number of PIPE Securities to the Investor Shares set forth on the signature page to of this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, Investor and subsequently cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCoXXXX’s share register; register (provided, however, that ListCoXXXX’s obligation to issue the PIPE Securities such Shares to the Investor is contingent upon ListCo XXXX having received the Subscription Amount in full accordance with this Section 2), and the Subscription Amount shall be released from escrow automatically and without further action by XXXX or the Investor. In the event If the Closing does not occur within two (2) three business days of following the anticipated Closing Date specified in the Closing Notice, ListCo unless otherwise agreed to in writing by XXXX and the Investor, XXXX shall promptly return on the next business day (but not or such later than three (3date as shall be agreed in writing by the Investor) business days thereafter) return the Subscription Amount in full to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof9, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon the delivery by ListCo XXXX of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, any Saturday or Sunday or a any other day on which commercial banking institutions banks located in New York, New York are required or authorized or required by applicable law to close be closed for business.
Appears in 2 contracts
Samples: Subscription Agreement (Rice Acquisition Corp. II), Subscription Agreement (Rice Acquisition Corp. II)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities transactions contemplated hereby (the “Closing”) is contingent upon shall take place at the substantially concurrent consummation offices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, (i) on January 6, 2016 subject to (A) all the Transaction. The Closing shall occur contingent upon, conditions set forth in Article VI having been satisfied or waived in accordance with this Agreement prior to such date and substantially concurrent with the effectiveness of the Transaction time (the date other than those conditions that by their terms are to be satisfied at the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo but subject to the Investor satisfaction or waiver of such conditions) (the “Closing NoticeCondition Satisfaction”), that ListCo reasonably expects all conditions to the closing ) and (B) Reinsurer and its applicable Affiliates having received each of the Transaction under approvals of Governmental Authorities set forth in Section 2.1 of the Transaction Agreement to be satisfied or waived on a Reinsurer Disclosure Schedule (the “Financing Approvals”) not later than the date that is three (3) Business Days prior to January 6, 2016; or (ii) if the Condition Satisfaction does not less than five occur prior to the date and time specified in the foregoing clause (5i)(A) business days from and/or Reinsurer and its applicable Affiliates have not received the Financing Approvals by the date specified in the foregoing clause (i)(B), then on the fifth (5th) Business Day following the later of (A) the date on which the Closing Notice is delivered Condition Satisfaction has occurred and (B) the date on which Reinsurer and its applicable Affiliates have received the Financing Approvals; or (iii) if the Condition Satisfaction has occurred but Reinsurer and its applicable Affiliates have not received all of the Financing Approvals by June 22, 2016, then on June 30, 2016; in each case, subject to the Investor, satisfaction or waiver of all of the Investor shall deliver to ListCo, three (3) business days conditions set forth in Article VI in accordance with this Agreement prior to the anticipated closing date specified in and time of the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, conditions that ListCo’s obligation by their terms are to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities be satisfied at the Closing upon but subject to the delivery satisfaction or waiver of such conditions); or such other date, time, or place as is agreed to in writing by ListCo of a subsequent the parties hereto. The actual date and time on which the Closing Notice in accordance with this Section 2. For occurs are referred to herein as the “Closing Date.” The “Effective Date” for purposes of this Subscription Agreement, “business day” Agreement and the Reinsurance Agreement shall mean any be the first day other than a Saturday, Sunday or a day on of the month in which commercial banking institutions in New York, New York are authorized or required to close for businessthe Closing occurs.
Appears in 2 contracts
Samples: Master Agreement (Protective Life Corp), Master Agreement (Genworth Financial Inc)
Closing. The closing Subject to the terms and conditions of this Agreement, the sale, sale and purchase and issuance of the PIPE Securities contemplated hereby and described in this Article 2 shall take place at a closing in escrow (the “Closing”) to be held at the Closing Time on the Closing Date at the offices of Xxxxxx Xxxxx, in Reno, Nevada or at such other time or place or on such other date as the Seller and the Buyer may mutually agree upon in writing. Any cheque, document, instrument or thing which is contingent upon to be delivered by any Party shall be tabled at the substantially concurrent consummation Closing at the place of Closing referred to above by the Party which is to deliver such cheque, document, instrument or thing. Notwithstanding the foregoing, the Parties hereto agree that on Closing in escrow on the Escrow Deposit Date, the Closing Documents (exclusive of the TransactionAmermin Side Letter, the Interim Power of Attorney and the Escrow Agreement) and the Initial Cash Payment (less the Released Cash) shall be deposited into escrow with the Escrow Agent, to be dealt with as provided in the Escrow Agreement. The Closing date the Escrow Release Condition is satisfied shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (be the date that the Closing so occursoccurs out of escrow, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”)however, that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to for the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement (as well as the transfer of the ADIT Shares) once Closing occurs out of escrow after the Parties deliver an Escrow Release Certificate (as defined in the Escrow Agreement) shall be the Escrow Deposit Date. If the Escrow Release Condition is not satisfied and or the escrow otherwise terminates as provided in the Escrow Agreement, “business day” then the said Closing Documents and the Initial Cash Payment as deposited in escrow shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions be returned to the respective Parties who are entitled thereto pursuant to the Escrow Agreement and this Agreement shall terminate. The terms for the return of the Released Cash to the Buyer shall be as set out in New York, New York are authorized or required to close for businessthe Amermin Side Letter.
Appears in 2 contracts
Samples: Purchase Agreement (Tara Minerals Corp.), Purchase Agreement (Tara Gold Resources Corp.)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent shall occur on a closing date (the “Closing Date”) specified in the Closing Notice (as defined below), and be conditioned upon the prior or substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the closing date of the Closing so occursTransaction, the “Transaction Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo SCS to the Investor (the “Closing Notice”), ) that ListCo SCS reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, the Subscription Amount three (3) business days prior to the anticipated closing date specified in the expected Closing Notice, (i) the Subscription Amount Date by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo SCS in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicableNotice. On the Closing Date, ListCo SCS shall issue a number of PIPE Securities the Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCo’s the SCS share register; provided. For purposes of this Subscription Agreement, however“business day” shall mean a day, that ListCo’s obligation other than a Saturday, Sunday or other day on which commercial banks in New York, New York or governmental authorities in the Cayman Islands are authorized or required by law to issue the PIPE Securities close. Prior to the Closing, Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2shall deliver to SCS a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days of after the anticipated Closing Date specified in the Closing Noticeunder this Subscription Agreement, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount will be returned to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities Shares at the Closing upon Closing, and the Investor shall remain obligated (i) to redeliver funds to SCS following SCS’s delivery by ListCo to the Investor of a subsequent new Closing Notice and (ii) to consummate the Closing substantially concurrently with the consummation of the Transaction. [In place of the above, the below will be included for mutual funds and other certain regulated investors: The closing of the sale of the Shares contemplated hereby (the “Closing”) shall occur on the anticipated closing date of the Transaction (the “Transaction Closing Date”) as specified in accordance with the Closing Notice (as defined below) (the “Closing Date”). Upon delivery of written notice from (or on behalf of) SCS to the Investor (the “Closing Notice”), that SCS reasonably expects all conditions to the closing of the Transaction to be satisfied or waived (in writing by any person who has the authority to make such waiver) on an expected Transaction Closing Date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver, subject to the conditions set forth in this Section 2, the Subscription Amount on the specified Closing Date by wire transfer of United States dollars in immediately available funds to the account(s) specified by SCS in the Closing Notice. On the Closing Date and prior to the release of its Subscription Amount by the Investor, SCS shall issue the Shares against payment of the Subscription Amount to the Investor and cause the Shares to be registered in book entry form in the name of the Investor on SCS’s share register and will provide to the Investor evidence of such issuance from SCS’s transfer agent. For purposes of this Subscription Agreement, “business day” shall mean any day a day, other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York or governmental authorities in the Cayman Islands are authorized or required by law to close close. Prior to the Closing upon request of SCS, Investor shall deliver to SCS a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur within two (2) business days after the expected Transaction Closing Date set forth in the Closing Notice, SCS shall promptly (but not later than two (2) business days thereafter) return the Subscription Amount to the Investor by wire transfer of U.S. dollars in immediately available funds to the account specified by the Investor, and any book-entries for businessthe Shares shall be deemed repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the Shares at the Closing, and the Investor shall remain obligated (i) to redeliver funds to SCS following SCS’s delivery to the Investor of a new Closing Notice and (ii) to consummate the Closing substantially concurrently with the consummation of the Transaction.]
Appears in 2 contracts
Samples: Subscription Agreement (Palihapitiya Chamath), Subscription Agreement (Social Capital Suvretta Holdings Corp. III)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon or before the CLOSING DATE, or at such other time as may be agreed by the parties in writing. Seller shall deliver the Vessel at the DELIVERY LOCATION (if blank, at Listing Agent’s principal place of business) together with all gear, machinery, equipment and substantially concurrent with all other articles and appurtenances on board the effectiveness Vessel as of the Transaction date of signature of this Agreement by the Buyer (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing NoticeItems”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on except for those Items included in a date that is not less than five written exclusion list (5“Exclusion List”) business days from the date on which the Closing Notice is delivered to the InvestorBuyer within two (2) days of Execution, the Investor but in no event later than Closing. If unacceptable, Buyer shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within then have two (2) business days from receipt of the anticipated Exclusion List (but in no event later than Closing) to deliver, at Buyer’s option, written notice of termination of this Agreement to Seller. In such event, after all expenses incurred in on Buyer’s behalf have been paid, (i) the Agreement shall terminate, (ii) the parties and Brokers will be released from any further liability hereunder, and (iii) the Deposit shall be returned to Buyer. Buyer’s failure to deliver timely notice of termination will constitute Buyer’s acceptance of the Exclusion List. Seller shall deliver to Brokers all necessary documents for transfer of title to Buyer on or before the Closing Date specified Date. Final payment due at the time of Closing shall be in the form of cleared funds. The preferred and accepted manner is for final payment by bank-to-bank wire transfer. Any other form of payment must be made early enough to allow funds to be cleared on or before the Closing NoticeDate. Any funds due Broker(s) for storage, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount insurance, repairs and/or other items accrued to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant Seller’s account shall be deducted from the Seller’s net proceeds prior to Section 9 hereof, such return disbursement of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessSeller.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, www.weaverboatworks.com
Closing. (a) The closing hereunder of the sale, purchase and issuance sale of Rights Offering Shares, Direct Subscription Shares and Backstop Shares with respect to the PIPE Securities contemplated hereby Investors (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall will occur contingent uponat 10:00 a.m., and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occursNew York City time, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, three (3) business days prior to the anticipated closing date specified in the Closing Notice, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share registerEffective Date; provided, however, that ListCoif, as of the date established as the Effective Date, any Investor has become a Defaulting Investor on, or within five (5) Business Days prior to, the anticipated Closing and the Non-Defaulting Investors are required or elect to purchase such Defaulting Investor’s obligation Shares pursuant to issue Section 1.3(a) or Section 1.3(b), respectively, the PIPE Securities Effective Date shall be postponed and the Closing shall occur at 10:00 a.m., prevailing Eastern time, on a Business Day mutually agreed upon between the Company and the Requisite Investors (not to exceed five (5) Business Days following the previously scheduled Effective Date); provided, further, however, that if, as of the date established as the Effective Date, (1) any Investor has become a Defaulting Investor, (2) the Non-Defaulting Investors are not required or do not elect to purchase all of such Defaulting Investor’s Shares, and (3) one or more third parties agrees to purchase such Defaulting Investor’s Remaining Rights Offering Shares, Direct Subscription Shares and/or Unsubscribed Shares in accordance with Section 1.3(b), then the Effective Date shall be postponed and the Closing shall occur at 10:00 a.m., prevailing Eastern time, on a Business Day mutually agreed upon between the Company and the Requisite Investors (not to exceed five (5) Business Days following the date on which there are Investors with commitments to purchase all of the Shares of the Defaulting Investor(s)). At the Closing, (i) each Investor shall pay to the Company an amount equal to the product of (A) the sum of the number of shares of New Common Stock to be purchased by such Investor is contingent upon ListCo having received pursuant to Sections 1.1, 1.2 and 1.3, and (B) the Subscription Amount in full accordance with this Section 2. In Purchase Price, by (x) wire transfer of immediately available funds to an account designated by the event Company pursuant to wire instructions previously provided by the Closing does not occur within Company to such Investor no later than at least two (2) business days Business Days prior to the anticipated Effective Date, (y) executing and delivering to the Company a duly completed DIP Exchange Form (as defined in the Rights Offering Procedures), prior to the Rights Offering Deadline (as defined in the Rights Offering Procedures), whereby such Investor agrees to surrender in exchange for such Rights Offering Shares, Direct Subscription Shares or Backstop Shares all or a portion of the anticipated Closing Date specified DIP Claims held by such Investor (or by an Affiliate of such Investor), or (z) a combination of (x) and (y) above, and (ii) the Company shall issue and deliver to each Investor its Commitment Fee Shares and the number of shares of New Common Stock purchased by such Investor pursuant to Sections 1.1, 1.2 and 1.3, in each case duly authorized, validly issued, fully paid and nonassessable, and free and clear of any Encumbrances, other than Encumbrances created by Legal Requirements, the New Stockholders Agreement or the Organizational Documents of the Company, as well as (A) a certificate or certificates duly executed on behalf of the Company registered in the Closing Noticename of such Investor (or its designee(s)) representing the number of Shares to be issued to such Investor by the Company pursuant to this Agreement, ListCo shall promptly and (but not later than three (3B) business days thereafter) return the Subscription Amount such other certificates, counterparts to the Investor; provided thatagreements, unless this Subscription Agreement has been terminated documents or instruments required by it to be delivered to such Investor pursuant to Section 9 hereof6.1 or reasonably requested by any Investor. The agreements, such return instruments, certificates and other documents to be delivered on the Effective Date by or on behalf of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation Company will be delivered to purchase the PIPE Securities Investors at the Closing upon the delivery by ListCo offices of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription AgreementXxxxxxxxxx Xxxxxxx LLP, “business day” shall mean any day other than a Saturday0000 Xxxxxx xx xxx Xxxxxxxx, Sunday or a day on which commercial banking institutions in New YorkXxx Xxxx, New York are authorized or required to close for businessXxx Xxxx 00000 (Attn: Xxxxx Xxxxxxxxx, Esq.).
Appears in 2 contracts
Samples: Stock Purchase and Backstop Agreement (Kv Pharmaceutical Co /De/), Stock Purchase and Backstop Agreement (Deutsche Bank Ag\)
Closing. The closing of the sale, purchase and issuance of the PIPE Securities Subscription contemplated hereby (the “Closing”) is contingent upon shall occur following the Domestication and immediately prior to, or substantially concurrent concurrently with, the consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction Acquisition (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor Subscriber (the “Closing Notice”), ) at least five (5) Business Days prior to the date that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under Acquisition to occur (the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the “Expected Closing Notice is delivered to the InvestorDate”), the Investor Subscriber shall deliver to ListCo, three the Issuer no later than two (32) business days Business Days prior to the anticipated closing date specified in Closing, the Closing NoticePurchase Price, (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) account specified by ListCo in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified Issuer in the Closing Notice, ListCo such funds to be held by the Issuer in escrow until the Closing. At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in Sections 3.2 and 3.3, the Issuer shall deliver to Subscriber the Shares in book entry form in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. As promptly as practicable after the Closing, upon request of the Subscriber, the Issuer shall provide Subscriber updated book-entry statements from the Issuer’s transfer agent reflecting the change in name of the Issuer to occur in connection with the Closing. If (i) the Subscription Agreement terminates following the delivery by Subscriber of the Purchase Price but prior to the Closing having been consummated or the Acquisition is not consummated on or prior to the second (2nd) Business Day after the Expected Closing Date, the Issuer shall promptly (but not no later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for business.two
Appears in 2 contracts
Samples: Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.), Subscription Agreement (Supernova Partners Acquisition Co II, Ltd.)
Closing. The Subject to the satisfaction or waiver of conditions set forth in Section 3, the closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the TransactionTransaction and the receipt of the notice confirming the completion of the required filing (the “CSRC Approval”) pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, promulgated by the China Securities Regulatory Commission on February 17, 2023 (the “Overseas Listing Trial Measures”) and the supporting guidelines of the Overseas Listing Trial Measures. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness consummation of, the Transaction; provided that effective time of the Transaction (issuance of the date Shares pursuant to this Agreement shall be deemed to be immediately after the Closing so occurs, effective time of the “Closing Date”)Initial Merger and prior to the effective time of the Acquisition Merger. Upon (a) satisfaction or waiver of the conditions set forth in Section 3 below (except for the condition set forth in Section 3 (b)(iii)) and (b) delivery of written notice from (or on behalf of) ListCo the Issuer to the Investor (the “Closing Notice”), that ListCo the Issuer reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days or any later date as agreed in writing by the Investor from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver shall, by irrevocably written wire instruction, transfer to ListCothe Issuer, three (3) business days or any later date as agreed in writing by the Issuer prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Cash Subscription Amount by irrevocable wire transfer of United States dollars in immediately available funds to the account(s) bank account specified by ListCo in Section 12(q), to be held until the closing of the Acquisition Merger, however, before the delivery of the Closing Notice (which account Notice, the Issuer may deliver a pre-closing notice to the Investor. Notwithstanding the foregoing, the Investor shall not be an escrow account) and (ii) obligated to transfer the Cash Subscription Amount to such bank account pursuant to this Section 2 prior to the receipt of the CSRC Approval. The Investor shall also deliver to the Issuer any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities Issuer to be issued to issue the Investor’s Shares, including, without limitation, the legal name of the person in whose name such securities Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On Immediately upon the effective time of the Initial Merger, the Promissory Note will be deemed contributed in full by Investor to the Issuer and the Administrative Fee Receivable shall be deemed settled in full. As soon as practicable following, but not later than one (1) business day after the Closing Date, ListCo the Issuer shall (1) issue a number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCothe Issuer’s share registerregister of members and (2) deliver to the Investor a copy of the records of the Issuer’s transfer agent or other evidence showing the Investor as the owner of the Shares on and as of the Closing Date; provided, however, that ListCothe Issuer’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo the Issuer having received the Cash Subscription Amount in full accordance with this Section 2. In Subject to the event receipt of the Cash Subscription Amount by the Issuer, if the Closing or the closing of the Transaction does not occur within two by the end of September 14, 2023 (2) business days of the anticipated Closing Date specified Eastern Time in the Closing NoticeUnited States), ListCo unless otherwise agreed to in writing by SPAC, the Issuer and Investor, the Issuer shall promptly (but not later than three one (31) business days day thereafter) return the Cash Subscription Amount in full to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York Hong Kong or the Cayman Islands are authorized or required by law to close for businessclose.
Appears in 1 contract
Closing. The closing of the sale, purchase and issuance of the PIPE Securities contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponoccur, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occursif at all, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to upon the closing of the Transaction under IPO, ------- which shall be no later than December 31, 1996, unless said date has been extended by written agreement executed by the Transaction Agreement to be satisfied or waived on a date that is Purchaser and each of the Partners. If the Closing has not less than five (5) business days from occurred by the date on provided in the foregoing sentence, this Agreement shall automatically terminate and be of no further force or effect, other than paragraph 13 which shall survive the Closing Notice is delivered to termination. At the InvestorClosing, the Investor each Seller shall deliver to ListCoPurchaser an assignment of such Seller's entire partnership interest in the Limited Partnership, three in the form attached hereto as Exhibit I, fully executed and acknowledged (3) business days prior individually, the --------- "Assignment" and collectively, the "Assignments"). Notwithstanding anything to the anticipated closing date specified contrary in the Partnership Agreement, the Assignments shall be effective on the Closing NoticeDate. The Closing will occur at the offices of the Purchaser, or such other place as the Purchaser and the Sellers may mutually agree. At the Closing, the Purchaser will (ia) deliver the Subscription Amount cash portion of the Purchase Price and Excess Purchaser Equity to the Sellers by wire transfer of United States dollars in immediately available funds (to the account(s) respective accounts specified by ListCo each Seller at least five days prior to Closing) pursuant to the provisions of paragraphs 3.1 and 3.2(b), (b) deliver the balance of the Purchase Price and Excess Purchaser Equity in the Closing Notice (which account shall not be an escrow accountform of certificates representing Common Shares pursuant to the provisions of paragraph 3.2(a) to American, Ameritech and Idaho or, upon written instructions to the Purchaser, their custodian designee(s) and (iic) any other information that deliver to PPA such documentation as is reasonably requested necessary to evidence its ownership of the interests in the Closing Notice in order for the PIPE Securities Limited Partnership to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investorwhich it is entitled hereunder, and subsequently cause the Shares comply with any reasonable requests to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement further or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessbetter evidence PPA's ownership.
Appears in 1 contract
Closing. The Closing of each purchase of Shares hereunder will occur as described in this Section 1.2. On or before the proposed closing date specified in the Purchase Notice (which shall not be less than two business days after receipt by the Company of a Purchase Notice for Shares), the Company will deliver stock certificates representing such Shares in the name of Purchaser (collectively "Certificate") or its nominee, to Californian Securities Nominee Ltd. ("CSN") at its office in Panama, located at Xxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx of Panama, to be held in escrow by [CSN or its designee (the "Escrow Agent")] pending delivery to the Company of the sale, purchase and issuance of Purchase Price for such Shares. Purchaser will pay the PIPE Securities contemplated hereby (Purchase Price for the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent upon, and substantially concurrent with the effectiveness of the Transaction (the date the Closing so occurs, the “Closing Date”). Upon delivery of written notice from (or on behalf of) ListCo Shares to be purchased pursuant to such Purchase Notice by wire transfer to the Investor (the “Closing Notice”), that ListCo reasonably expects all conditions to the closing Company of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCo, immediately available funds within three (3) business days prior after receipt of the Share certificates by the Escrow Agent, at which time the Escrow Agent shall release the Share certificates as directed by the Purchaser. The foregoing to the anticipated closing date specified contrary notwithstanding, Purchaser shall initially direct CSN to hold the Certificate as Nominee for the benefit of Purchaser and any individuals purchasing from Purchaser for the duration of the "Distribution Compliance Period" (as defined by Rule 902(f) to Regulation S) [unless instructed otherwise by Purchaser]. CSN will receive a one-time fee of US$500 to act as custodian for all Certificates issued to Purchaser pursuant to this Agreement. CSN may use the offices of Xxxxxx X. Xxxxxx, an attorney, located at 60 X. Xxxxxxxx St., Chicago, IL USA, as disbursement agent and custodian for the benefit of the parties. All reasonable out-of-pocket expenses incurred by Purchaser, CSN or the disbursement agent in connection with the Closing Noticepurchase and sale of Shares including, (i) the Subscription Amount by but not limited to, courier fees, wire transfer of United States dollars in immediately available funds to fees, stock transfer agent fees and any charge by custodian or the account(s) specified disbursement shall be born by ListCo in the Closing Notice (which account shall not be an escrow account) Company and (ii) any other information that is reasonably requested in deducted from the Closing Notice in order for the PIPE Securities to be issued to the Investor, including, without limitation, the legal name of the person in whose name such securities are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo shall issue a number of PIPE Securities to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), in the name of the Investor on ListCo’s share register; provided, however, that ListCo’s obligation to issue the PIPE Securities to the Investor is contingent upon ListCo having received the Subscription Amount in full accordance with this Section 2. In the event the Closing does not occur within two (2) business days of the anticipated Closing Date specified in the Closing Notice, ListCo shall promptly (but not later than three (3) business days thereafter) return the Subscription Amount to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banking institutions in New York, New York are authorized or required to close for businessPurchase Price.
Appears in 1 contract
Samples: Regulation S Stock Purchase Agreement (Laserlock Technologies Inc)
Closing. The closing of the sale, purchase and issuance sale of the PIPE Securities Shares contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Transaction. The Closing shall occur contingent uponon the date of, and substantially concurrent concurrently with and conditioned upon the effectiveness of, the Transaction. Upon (a) satisfaction or waiver of the Transaction conditions set forth in Section 3 below and (the date the Closing so occurs, the “Closing Date”). Upon b) delivery of written notice from (or on behalf of) ListCo SPAC to the Investor (the “Closing Notice”), that ListCo SPAC reasonably expects all conditions to the closing of the Transaction under the Transaction Agreement to be satisfied or waived on a date that is not less than five (5) business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to ListCoSPAC, three (3) business days prior to the anticipated closing date specified in the Closing NoticeNotice (the “Closing Date”), (i) the Subscription Amount by wire transfer of United States dollars in immediately available funds to the account(s) specified by ListCo SPAC in the Closing Notice (which account shall not be an escrow account) and (ii) any other information that is reasonably requested in the Closing Notice in order for the PIPE Securities SPAC to be issued to issue the Investor’s Shares, including, without limitation, the legal name of the person in whose name such securities Shares are to be issued and a duly executed Internal Revenue Service Form W-9 or W-8, as applicable. On the Closing Date, ListCo SPAC shall issue a number of PIPE Securities Shares to the Investor set forth on the signature page to this Subscription Agreement, including by delivering the executed Pre-Funded Warrant Agreement and the Warrant Agreement to the Investor, and subsequently cause the such Shares to be registered in book entry form, free and clear of all liens (other than those arising under applicable securities laws), form in the name of the Investor on ListCoSPAC’s share register; provided, however, that ListCoSPAC’s obligation to issue the PIPE Securities Shares to the Investor is contingent upon ListCo SPAC having received the Subscription Amount in full accordance with this Section 2. In the event If the Closing does not occur within two ten (210) business days of following the anticipated Closing Date specified in the Closing Notice, ListCo SPAC shall promptly (but not later than three one (31) business days day thereafter) return the Subscription Amount in full to the Investor; provided that, unless this Subscription Agreement has been terminated pursuant to Section 9 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation to purchase the PIPE Securities at the Closing upon the delivery by ListCo of a subsequent Closing Notice in accordance with this Section 2. For purposes of this Subscription Agreement, “business day” shall mean any a day other than a Saturday, Sunday or a other day on which commercial banking institutions banks in New York, New York York, Hong Kong, the Cayman Islands or the British Virgin Islands are authorized or required by law to close for businessclose.
Appears in 1 contract
Samples: Form of Subscription Agreement (Magnum Opus Acquisition LTD)
