Common use of 1Closing Clause in Contracts

1Closing. (a) At the Closing, upon the terms set forth herein, the Company hereby agrees to issue to the Purchaser, and the Purchaser agrees to subscribe for, the number of Shares set forth opposite the Purchaser’s name on Exhibit A, at a subscription price per share equal to $1.55 per Ordinary Share (the “Per Share Price”). The Ordinary Shares described in this Section 2.1(a) shall be issued by the Company to the Purchaser free and clear of all Liens and any withholding for taxes. (b) At the Closing, the Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the Per Share Price multiplied by the number of Shares set forth opposite the Purchaser’s name on Exhibit A (such amount, the “Subscription Price”) and the Company shall allot and issue to the Purchaser the number of Shares set forth opposite the Purchaser’s name on Exhibit A, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. The Closing shall occur remotely via the exchange of documents and signatures on or prior to the Closing Date, promptly following the satisfaction of all conditions for Closing set forth below and all conditions necessary to consummate the issuance of the Second Tranche Note (as defined in the Amended Note Purchase Agreement) pursuant to the Amended Note Purchase Agreement. The Closing shall occur simultaneously with the issuance of the Second Tranche Note. (c) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not have any obligation to fund its Subscription Price under this Section 2.1, and the Company shall in turn have no obligation to issue Ordinary Shares to the Purchaser to this Agreement, unless each of Athyrium, Xxxxx Xxxxxxxx and Xxxxx Xxxxxx has previously wired its applicable subscription price to the Company for their subscription for Ordinary Shares (each in an amount satisfactory to the Purchaser and at the per share subscription price equal to the Per Share Price).

Appears in 1 contract

Samples: Share Subscription Agreement (RVL Pharmaceuticals PLC)

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1Closing. (a) At the Closing, upon the terms set forth herein, the Company hereby agrees to issue to the Purchaser, and the Purchaser agrees to subscribe for, the number of Shares set forth opposite the Purchaser’s name on Exhibit A, at a subscription price per share equal to $1.55 per Ordinary Share (the “Per Share Price”). The Ordinary Shares described in this Section 2.1(a) shall be issued by the Company to the Purchaser free and clear of all Liens and any withholding for taxes. (b) At the Closing, the Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the Per Share Price multiplied by the number of Shares set forth opposite the Purchaser’s name on Exhibit A (such amount, the “Subscription Price”) and the Company shall allot and issue to the Purchaser the number of Shares set forth opposite the Purchaser’s name on Exhibit A, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. The Closing shall occur remotely via the exchange of documents and signatures on or prior to the Closing Date, promptly following the satisfaction of all conditions for Closing set forth below and all conditions necessary to consummate the issuance of the Second Tranche Note (as defined in the Amended Note Purchase Agreement) pursuant to the Amended Note Purchase Agreement. The Closing shall occur simultaneously with the issuance of the Second Tranche Note. (c) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not have any obligation to fund its Subscription Price under this Section 2.1, and the Company shall in turn have no obligation to issue Ordinary Shares to the Purchaser to this Agreement, unless each of Athyrium, Avista Healthcare Partners, L.P. and Xxxxx Xxxxxxxx and Xxxxx Xxxxxx has previously wired its applicable subscription price to the Company for their subscription for Ordinary Shares (each in an amount satisfactory to the Purchaser and at the per share subscription price equal to the Per Share Price).

Appears in 1 contract

Samples: Share Subscription Agreement (RVL Pharmaceuticals PLC)

1Closing. (a) At the Closing, upon the terms set forth herein, the Company hereby agrees to issue to the Purchaser, and the Purchaser agrees to subscribe for, the number of Shares set forth opposite the Purchaser’s name on Exhibit A, at a subscription price per share equal to $1.55 per Ordinary Share (the “Per Share Price”). The Ordinary Shares described in this Section 2.1(a) shall be issued by the Company to the Purchaser free and clear of all Liens and any withholding for taxes. (b) At the Closing, the Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the Per Share Price multiplied by the number of Shares set forth opposite the Purchaser’s name on Exhibit A (such amount, the “Subscription Price”) and the Company shall allot and issue to the Purchaser the number of Shares set forth opposite the Purchaser’s name on Exhibit A, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. The Closing shall occur remotely via the exchange of documents and signatures on or prior to the Closing Date, promptly following the satisfaction of all conditions for Closing set forth below and all conditions necessary to consummate the issuance of the Second Tranche Note (as defined in the Amended Note Purchase Agreement) pursuant to the Amended Note Purchase Agreement. The Closing shall occur simultaneously with the issuance of the Second Tranche Note. (c) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not have any obligation to fund its Subscription Price under this Section 2.1, and the Company shall in turn have no obligation to issue Ordinary Shares to the Purchaser to this Agreement, unless each of AthyriumAvista Healthcare Partners, L.P., Xxxxx Xxxxxxxx and Xxxxx Xxxxxx has previously wired its applicable subscription price to the Company for their subscription for Ordinary Shares (each in an amount satisfactory to the Purchaser and at the per share subscription price equal to the Per Share Price).

Appears in 1 contract

Samples: Share Subscription Agreement (RVL Pharmaceuticals PLC)

1Closing. (a) At the Closing, upon the terms and subject to the conditions set forth herein, the Company hereby agrees to issue to the Purchaserand sell, and the each Purchaser agrees to subscribe forpurchase from the Company, the severally and not jointly, that number of Ordinary Shares and/or Non-Voting Ordinary Shares set forth opposite the such Purchaser’s name on Exhibit Aunder the heading “Total Number of Shares”, comprised of the number under the heading “Number of Ordinary Shares to Be Purchased” plus the number under the heading “Number of Non-Voting Ordinary Shares to be Purchased”, at a subscription an aggregate purchase price per share equal to $1.55 per Ordinary the sum of the Share (Purchase Price for the “Per Share Price”)Shares, all as set forth on Schedule 1 attached hereto. The Ordinary Shares described in this Section 2.1(a) shall be issued by the Company to the Purchaser free and clear of all Liens and any withholding for taxes. (b) At the Closing, following receipt of the evidence of the Shares in form acceptable to such Purchaser being issued as set forth in Section 2.2(a)(ii), each Purchaser shall deliver to the Company via wire transfer of immediately available funds equal to the Per Share Price multiplied purchase price to be paid by such Purchaser for the number of Shares to be acquired by it as set forth opposite such Purchaser’s name under the heading “Aggregate Purchase Price of Shares” on Schedule 1 hereto in accordance with the Company’s written wire instructions delivered to such Purchaser at least one (1) Business Day prior to the Closing Date, and the Company shall deliver to each Purchaser its respective Shares in the amounts set forth opposite such Purchaser’s name on Exhibit A (such amount, the “Subscription Price”) and the Company shall allot and issue to the Purchaser the number of Shares set forth opposite the Purchaser’s name on Exhibit ASchedule 1 hereto, deliverable at the Closing on the Closing Date, Date in accordance with Section 2.2 of this Agreement2.2. The Closing shall occur at 10:00 a.m. (New York City Time) remotely via the exchange of documents on the Closing Date or such other time and location as the parties shall mutually agree. The Closing shall occur remotely via In the exchange of documents and signatures on or event that a Purchaser has wired its purchase price prior to the Closing, and the Closing Date has not occurred within five (5) Business Days after the expected Closing Date, promptly following the satisfaction of all conditions for Closing set forth below and all conditions necessary to consummate the issuance of the Second Tranche Note (as defined in the Amended Note Purchase Agreement) pursuant to the Amended Note Purchase Agreement. The Closing shall occur simultaneously with the issuance of the Second Tranche Note. (c) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not have any obligation to fund its Subscription Price under this Section 2.1, and the Company shall promptly (but not later than one (1) Business Day thereafter) return the Purchaser’s Subscription Amount to each respective Purchaser by wire transfer of United States dollars in turn have no obligation to issue Ordinary Shares immediately available funds to the Purchaser to this Agreement, unless account specified by each of Athyrium, Xxxxx Xxxxxxxx and Xxxxx Xxxxxx has previously wired its applicable subscription price to the Company for their subscription for Ordinary Shares (each in an amount satisfactory to the Purchaser and at the per share subscription price equal to the Per Share Price)Purchaser.

Appears in 1 contract

Samples: Share Purchase Agreement (Structure Therapeutics Inc.)

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1Closing. (a) At the Closing, upon the terms set forth herein, the Company hereby agrees to issue to the Purchaser, and the Purchaser agrees to subscribe for, the number of Shares set forth opposite the Purchaser’s name on Exhibit A, at a subscription price per share equal to $1.55 per Ordinary Share (the “Per Share Price”). The Ordinary Shares described in this Section 2.1(a) shall be issued by the Company to the Purchaser free and clear of all Liens and any withholding for taxes. (b) At the Closing, the Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the Per Share Price multiplied by the number of Shares set forth opposite the Purchaser’s name on Exhibit A (such amount, the “Subscription Price”) and the Company shall allot and issue to the Purchaser the number of Shares set forth opposite the Purchaser’s name on Exhibit A, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. The Closing shall occur remotely via the exchange of documents and signatures on or prior to the Closing Date, promptly following the satisfaction of all conditions for Closing set forth below and all conditions necessary to consummate the issuance of the Second Tranche Note (as defined in the Amended Note Purchase Agreement) pursuant to the Amended Note Purchase Agreement. The Closing shall occur simultaneously with the issuance of the Second Tranche Note. (c) Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not have any obligation to fund its Subscription Price under this Section 2.1, and the Company shall in turn have no obligation to issue Ordinary Shares to the Purchaser to this Agreement, unless each of Athyrium, Xxxxx Xxxxxxxx Avista Healthcare Partners, L.P. and Xxxxx Xxxxxx has previously wired its applicable subscription price to the Company for their subscription for Ordinary Shares (each in an amount satisfactory to the Purchaser and at the per share subscription price equal to the Per Share Price).

Appears in 1 contract

Samples: Share Subscription Agreement (RVL Pharmaceuticals PLC)

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