Sale and Issuance of Series A Preferred Stock. The closing of the purchase of shares of the Company’s Series A Preferred Stock contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Merger. The Closing shall occur on the closing date of, and immediately prior to, or simultaneously with, the consummation of the Merger. Additional Purchaser shall deliver to the Company on or prior to August 3rd 2023, which is two (2) business days prior to the scheduled closing date of the Merger as of the date hereof of August 7th, 2023 (the “Scheduled Closing Date”), to be held in escrow until the Closing, the purchase price set forth on Exhibit A hereto (the “Purchase Price”) for the shares of the Company’s Series A Preferred Stock set forth on Exhibit A hereto (“Shares”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company. In the event the Closing does not occur within five (5) business days of the Scheduled Closing Date, the Company shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to the Additional Purchaser. In the event that the Closing fails to occur on the Scheduled Closing Date, Additional Purchaser hereby agrees to upon written notice from (or on behalf of) the Company to the Additional Purchaser (the “New Closing Date Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be satisfied on a scheduled closing date specified in the New Closing Date Notice (the “New Scheduled Closing Date”), Additional Purchaser shall deliver to the Company, at least two (2) business days prior to the New Scheduled Closing Date to be held in escrow until the Closing, the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the New Closing Date Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing. For the avoidance of doubt, the failure of the Closing to occur on the Scheduled Closing Date or New Scheduled Closing Date, as applicable, shall not terminate this Joinder or otherwise relieve any party of any of its obligations hereunder, including Additional Purchaser’s obligation to purchase the Shares following the Company’s delivery of a New Closing Date Notice.
Appears in 5 contracts
Samples: Preferred Stock Purchase Agreement (Estrella Immunopharma, Inc.), Series a Preferred Stock Purchase Agreement (Estrella Immunopharma, Inc.), Series a Preferred Stock Purchase Agreement (Estrella Immunopharma, Inc.)
