Common use of The Initial Closing Clause in Contracts

The Initial Closing. (i) The closing of the purchase and sale of the Initial Preferred Stock (as defined below) (the "Initial Closing") shall take place at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, immediately following the execution hereof or such later date or different location as the parties shall agree in writing, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Initial Closing, is hereinafter referred to as the "Initial Closing Date." At the Initial Closing, the Company shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, 1,500 shares of Preferred Stock (the "Initial Preferred Stock") for an aggregate purchase price of $3,000,000 (the "Initial Purchase Price"). (ii) At the Initial Closing (a) the Company shall deliver to each Purchaser (1) stock certificates representing the shares of Preferred Stock (the "Initial Shares") purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of such Purchaser and (2) all other documents, instruments and writings required to have been delivered at or prior to the Initial Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B annexed hereto (the "Registration Rights Agreement"), and (b) each Purchaser shall deliver to the Company (1) the portion of the Initial Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Initial Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Initial Closing by such Purchaser pursuant to this Agreement and the Registration Rights Agreement.

The Initial Closing. (i) The closing of the purchase and sale of the Initial Preferred Stock Units (as defined below) (the "Initial Closing") shall take place at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, immediately following the execution hereof or such later date or different location as the parties shall agree in writing, but not prior to the date that the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of the Initial Closing, is hereinafter referred to as the "Initial Closing Date." At the Initial Closing, the Company shall sell and issue to the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, 1,500 shares of Preferred Stock 300 Units (the "Initial Preferred StockUnits") for an aggregate purchase price of $3,000,000 600,000 (the "Initial Purchase Price"). (ii) At the Initial Closing (a) the Company shall deliver to each Purchaser (1) stock certificates representing the shares of Preferred Stock included in the Initial Units (the "Initial Shares") purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of such Purchaser and Purchaser, (2) the Warrants included in the Initial Units (the "Initial Warrants") purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, registered in the name of such Purchaser, (3) and all other documents, instruments and writings required to have been delivered at or prior to the Initial Closing by the Company pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B C annexed hereto (the "Registration Rights Agreement"), and (b) each Purchaser shall deliver to the Company (1) the portion of the Initial Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Initial Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Initial Closing by such Purchaser pursuant to this Agreement and the Registration Rights Agreement.

The Initial Closing. (iA) The closing of the purchase and sale of the Initial Preferred Stock Shares (as defined below) (the "Initial Closing") shall take place at the offices of Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, immediately following the execution hereof or such later date or different location as the parties shall agree in writing, but not prior to the date that the conditions set forth in Section 4.1 Sections 8 and 9 have been satisfied or waived by the appropriate party. The date of the Initial Closing, Closing is hereinafter referred to as the "Initial Closing Date." At the Initial Closing, the Company ConnectClearly shall sell and issue to the PurchasersBuyers, and the Purchasers Buyers shall, severally and not jointly, purchase from the CompanyConnectClearly, 1,500 shares of Preferred Stock 1,000 Shares (the "Initial Preferred StockShares") for an aggregate purchase price of $3,000,000 1,000,000 (the "Initial Purchase Price"). (iiB) At the Initial Closing (a) the Company ConnectClearly shall deliver to each Purchaser Buyer (1) stock certificates representing the shares of Preferred Stock (the "Initial Shares") Shares purchased by such Purchaser Buyer as set forth next to such PurchaserBuyer's name on Schedule 1 attached hereto, each duly executed on behalf of ConnectClearly and registered in the name of such Purchaser and Buyer or its designee (the "Initial ConnectClearly Common Stock Certificates"), (2) the Warrants (the "Initial Warrants") purchased by such Buyer as set forth next to such Buyer's name on Schedule 1 attached hereto, registered in the name of such Buyer, (3) and all other documents, instruments and writings required to have been delivered at or prior to the Initial Closing by the Company ConnectClearly pursuant to this Agreement and the Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B annexed hereto (the "Registration Rights Agreement"), and (b) each Purchaser Buyer shall deliver to the Company (1) ConnectClearly the portion of the Initial Purchase Price set forth next to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company ConnectClearly for such purpose on or prior to the Initial Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Initial Closing by such Purchaser Buyer pursuant to this Agreement and the Registration Rights Agreement.

The Initial Closing. (ia) The initial closing of the purchase and sale of the Initial Preferred Stock (as defined below) transactions contemplated by this Agreement shall be consummated (the "“Initial Closing"”) shall take place at the offices of Stroock Amit, Pollak, Matalon & Stroock & ▇▇▇Co., at ▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇▇ Street, immediately Building D, 6th Floor, Ramat Hachayal, Tel Aviv, or to be held remotely via the electronic exchange of documents and signatures within three (3) Business Days following date on which all of the execution hereof conditions precedent to the Initial Closing set forth in Section 8.1 and Section 9.1 have been satisfied or waived, or such later other place, time and date or different location as the parties shall agree in writing. The time and date on which the Initial Closing is actually held is referred to herein as the “Initial Closing Date.” All actions to occur at the Initial Closing shall occur and shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all required actions have been completed and all required documents delivered. (b) From and after the Initial Closing, but not and subject to compliance with applicable Legal Requirements, Seller shall only exercise any rights with respect to any Medical Device Intellectual Property (the "Remaining Assets") in a manner that is consistent with the Exclusive License Agreement, the Transition Services Agreement (after the Shares Issuance Date) and this Agreement. Seller and Buyer shall cooperate in good faith prior to the date that Initial Closing Date to implement such arrangements as either party reasonably may request of the other party to ensure that, to the greatest extent permitted by applicable Legal Requirements and subject to the terms of the Exclusive License Agreement, the Transition Services Agreement (after the Shares Issuance Date) and this Agreement, from and after the Initial Closing, the economic benefits and burdens of the Initial Closing Purchased Assets transferred at the Initial Closing are held and borne by Buyer. (c) Subject to fulfillment or waiver of the conditions set forth in Section 4.1 have been satisfied or waived by the appropriate party. The date of 8.1, at the Initial Closing, is hereinafter referred Buyer shall deliver (or cause to as be delivered) to Seller each of the "following: (i) the Initial Closing DateCash Consideration; (ii) the certificate contemplated by Section 9.1(a), duly executed by an authorized officer of Buyer; (iii) certified copies of the resolutions duly adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby and thereby; and (iv) the Initial Closing Additional Agreements duly executed by Buyer." At (d) Subject to fulfillment or waiver of the conditions set forth in Section 9.1, at the Initial Closing, Seller shall deliver (or cause to be delivered) to Buyer each of the Company shall sell and issue to following: (i) a copy of the Purchasers, and the Purchasers shall, severally and not jointly, purchase from the Company, 1,500 shares of Preferred Stock (the "Initial Preferred Stock") for an aggregate purchase price of $3,000,000 (the "Initial Purchase Price").OCS Preliminary Conditional Approval; (ii) At certificates of title or origin (or like documents) or any certificate or document required by any Governmental Body with respect to any asset included in the Initial Closing Purchased Assets, which is required in order to transfer title; (aiii) all notices, consents, waivers, releases and approvals listed on Schedule 3.1(d)(iii) hereto, including evidence satisfactory to Buyer of the making of any notice filings required to be made with the FDA or other Governmental Body or Person; (iv) the Company certificate contemplated by Section 8.1(a), duly executed by an authorized officer of each of Seller Subsidiary and Seller Parent; (v) certified copies of the resolutions duly adopted by the boards of directors of each of Seller Subsidiary and Seller Parent authorizing the execution, delivery and performance of this Agreement and the Additional Agreements and the consummation of the transactions contemplated hereby and thereby; (vi) good standing certificate for Seller Subsidiary from the Secretary of State of the State of Delaware dated not more than five (5) days prior to the Initial Closing Date; (vii) evidence of the discharge, removal and termination of all Encumbrances to which such Initial Closing Purchased Assets are subject (other than Permitted Encumbrances), which releases shall deliver to each Purchaser (1) stock certificates representing the shares of Preferred Stock (the "Initial Shares") purchased by such Purchaser as set forth next to such Purchaser's name on Schedule 1 attached hereto, each registered in the name of such Purchaser and (2) all other documents, instruments and writings required to have been delivered be effective at or prior to the Initial Closing; (viii) all Records relating to the Medical Device Business, which are reasonably required by Buyer in order to exercise its rights under the Exclusive License Agreement; (ix) all documents and other materials reasonably required by Buyer in order to exercise its rights under the Exclusive License Agreement; (x) the Initial Closing Additional Agreements duly executed by the Company pursuant Seller; (xi) an undertaking in form and substance satisfactory to Buyer from each of Seller’s lenders that they will not require repayment of their loans until Seller Parent and Seller Subsidiary shall have delivered (or caused to be delivered) all deliverables under Section 3.2(c) of this Agreement and the Registration Rights Agreement, dated including, without limitation, evidence satisfactory to Buyer of Seller Parent’s payment of the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B annexed hereto (the "Registration Rights Agreement"), and (b) each Purchaser shall deliver OCS Transfer Amount to the Company OCS; and (1xii) such other bills of sale, assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the portion sale, assignment, transfer, conveyance and delivery of the Initial Purchase Price set forth next Closing Purchased Assets to its name on Schedule 1, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Initial Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Initial Closing by such Purchaser pursuant to this Agreement and the Registration Rights AgreementBuyer.