Common use of Deferred Closing Clause in Contracts

Deferred Closing. 1.5.1. During a period of 180 days following the Closing (the “Joinder Period”), additional investors, approved by the Board (each, a “Joining Party”), may subscribe to purchase additional Ordinary Shares of the Company at a price per share equal to the PPS or higher at one or more closings. The Parties agree that the Purchasers who purchased the shares at the Closing shall have a right to invest additional amounts at the PPS up to the Purchase Price before any other investor and/or shareholder of the Company that did not participate in the Initial Closing. Each such Joining Party shall execute a joinder to this Agreement (the “Joinder”). Following execution of each Joinder and the receipt of the amount invested by such Joining Party (each a “Deferred Closing”), the Company shall update Exhibit B to include each Joining Party, the number of Ordinary Shares being purchased, the amount being invested in consideration thereof, shall register such issuance in the Shareholders Register and shall report such issuance to the Israeli Registrar of Companies. Upon the completion of each Deferred Closing, each Joining Party at such Deferred Closing, shall be considered a “Purchaser” for the purposes herein, and shall be deemed to have entered this Agreement at the Closing for all intents and purposes, including for the purpose of receiving the representations and warranties of the Company and/or providing the representation and warranties of the Purchaser set forth herein. 1.5.2. In addition to the foregoing and not withstanding anything to the contrary herein, Srugo shall be entitled to invest, in priority to any Joining Party, at any time until the Deferred Closing, in addition to his respective Purchase Amount, an amount equal to the unsubscribed Purchase Amount at a price per share equal to the PPS. For avoidance of doubt such amount shall be part of the total Purchase Amount and not in addition to the total Purchase Amount.