No Closing. If the Company terminates the Offering or is otherwise unable to effect the Closing in which Investor is participating pursuant to this Agreement, (i) Investor’s subscription will be cancelled automatically and (ii) such subscription shall be refunded to Investor without deduction for any fee, commission or expense, and without accrued interest with respect to any money received.
No Closing. Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:
No Closing. If (i) at the Offering Deadline, the Company fails to receive subscriptions from Flash CF Investors for shares of Flash CF Preferred having an aggregate purchase price of at least the Target Offering Amount; (ii) at the Funding Deadline, the Company fails to receive in cleared funds, or is not accepting, subscriptions from Flash CF Investors for shares of Flash CF Preferred having an aggregate purchase price of at least the Target Offering Amount; or (iii) the Company terminates the Offering or is otherwise unable to effect the Closing pursuant to this Agreement, (1) Investor’s subscription will be cancelled automatically and (2) FlashFunders will, within five Business Days thereafter, (A) send to Investor a notification of such cancellation, the reason for such cancellation and the refund amount that Investor is expected to receive, and (B) direct the refund of such subscription to Investor without deduction for any fee, commission or expense, and without accrued interest with respect to any money received, and without accrued interest with respect to any money received.
No Closing. If neither the Company nor the other Stockholders elects to purchase all of the Offered Stock in accordance with Sections 6(a)(iii) and 6(a)(iv) then the Transferring Holder may Transfer all of the Offered Stock, at a price which is not less than the price specified in the First Refusal Transfer Notice and on other terms and conditions which are not materially more favorable in the aggregate to any transferee thereof than those specified in the First Refusal Transfer Notice, to any Person specified in the applicable First Refusal Transfer Notice, but only to the extent that such Transfer occurs within one-hundred and twenty (120) days after expiration of the Stockholder Refusal Exercise Period. Any Stockholder Shares not Transferred within such 120-day period will be subject to the provisions of this Section 6 upon subsequent Transfer.
No Closing. By the Buyer in the event the transactions contemplated by this Agreement are not consummated on or before March 19, 2023.
No Closing. In the event that the Closing does not occur during the Retention Period, the amount of the Retention Bonus shall be equal to: Fifty Thousand dollars ($50,000.00), less all applicable withholdings and deductions required by law.
No Closing. If the transactions contemplated hereby are not consummated, the Purchaser will promptly return to Asset Seller, or at the option of Asset Seller destroy, as much of such Confidential Information that is written information as the Asset Seller may reasonably request.
No Closing. In the event that on or prior to fifteen (15) business days after the Offering Termination Date, no Closing contemplated by Section 3.1 above shall have been consummated, then the Depositor-Agent shall promptly so advise in writing the Bank-Escrowee ("Notice of No Closing") and authorize and direct in writing the Bank-Escrowee to return as promptly as practicable, the funds held in the Escrow Account to or for the accounts of all of the subscribers at their respective addresses provided pursuant to Section 1.2. In each case the Bank-Escrowee shall return such funds with interest, if any, allocated as provided in Section 3.4.
No Closing. Anything set forth herein to the contrary notwithstanding, in the event that, for any reason other than termination hereof by the Company in accordance with the terms of Section 5(g) above, a Closing does not occur in accordance with the terms provided herein, no amounts shall be payable further to Sands Brothers hereunder, except for Sands Brothers' legal fees and blue sky legal fees as in such amounts as heretofore provided. In no event shall Sands Brothers be responsible for any of the Company's fees, costs or expenses and the Company shall pay all expenses of the Offering and the preparation of the Offering and Ancillary Documents. The Company shall reimburse Sands Brothers for any out-of-pocket expenses (including, but not limited to, reasonable counsel fees and expenses) which Sands Brothers may incur in connection with the enforcement of its rights hereunder.
No Closing. In the event that Closing does not take place or this Agreement is terminated in accordance with Clauses 4.2, 4.3, 5.4 or 11 then if the Pre-Closing Escrow Arrangement has been implemented, the Escrow Agent shall release to the Purchaser the amount of the Consideration in the Consideration Escrow Account and the Escrow Agent shall release the Sale Shares and the Escrow Documents to the Sellers, in accordance with the terms of the Cash and Securities Escrow Agreement.
