2Closing; Delivery. (a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures promptly following satisfaction of the conditions set forth in Section 4 and Section 5, or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).
(b) At the Closing, the Company shall deliver to each Purchaser a certificate (in electronic format) representing the Shares being purchased by such Purchaser at the Closing against payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank account designated by the Company.
2Closing; Delivery. (a) The purchase and sale of the Shares (the “Closing”) shall take place remotely via the exchange of documents and signatures on the later of (i) the fourth Business Day after the satisfaction or waiver of the conditions set forth in Section 5 (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) March 18, 2016; or at such other time and place as the Company and the Purchasers mutually agree upon in writing.
(b) At the Closing, the Company shall deliver to each Purchaser the Shares purchased by such Purchaser, registered in the name of such Purchaser, against payment of the purchase price therefor set forth opposite such Purchaser’s name in Exhibit A by wire transfer to a bank account designated by the Company. The Company shall instruct its transfer agent to register the issuance of the Shares to such Purchaser as of the Closing.
2Closing; Delivery. (a) Except as set forth in the last paragraph of Section 1.2(b) below, the purchase and sale of the Units under this Agreement (the “Closing”) shall take place remotely via the exchange of documents and signatures, on or before July 31, 2024, which period may be extended by mutual agreement of the Company and the Placement Agents until August 2, 2024 (the date of the Closing is hereinafter referred to as the “Closing Date”).
(b) Promptly following the Closing (and in any event, within five (5) Business Days of the Closing) the Company shall deliver to each Purchaser a certificate or direct registration system account statement (a “DRS Statement”) representing the Common Shares and certificates representing the Pre-Funded Warrants and the Warrants included in the Units being purchased by such Purchaser at the Closing against payment of the purchase price therefor, which shall be made by check or by wire transfer to the bank account set forth below:
2Closing; Delivery. 1The purchase and sale of the Units shall take place remotely via the exchange of documents and signatures on the date of this Agreement, which may be done electronically, or at such other time and place as the Company and the Purchasers mutually agree upon in writing (which time and place is designated as the “Closing”). At the Closing, the Company will sell and issue, and Purchaser will purchase the number of Units set forth opposite such Purchaser’s name on Exhibit A.
2Closing; Delivery. (a) The Market Platform exchange and sale of the Units shall take place remotely via the exchange of documents and signatures, on the date of this Agreement, or at such other time and place as the Company and the Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).
(b) At Closing, the Purchaser shall deliver the Market Platform and Company shall deliver to the Purchaser a certificate representing the Units.
1. 3Defined Terms Used in this Agreement. In addition to the terms defined above, the following terms used in this Agreement shall be construed to have the meanings set forth or referenced below.
2Closing; Delivery. (a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 10:00 a.m., on the date of this Agreement, or at such other time and place as the Company and Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Closing”).
(b) At the Closing, the Company shall deliver to Purchaser a certificate representing the Shares against payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank account designated by the Company.
2Closing; Delivery. 1The initial purchase and sale of the shares of Common Stock and accounts the Common Units hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver to each Company the portion of the Purchase Price payable to such Company for the shares of Common Stock (in the case of the Corporation) or the Common Units (in the case of the LLC), as applicable, issuable by such Company under this Agreement (which date is referred to herein as the “Initial Closing”).
2Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Shares and Warrants shall take place remotely via the exchange of documents and signatures on a Trading Day (as defined in the Warrants) on which all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investor mutually agree upon, orally or in writing (which time and place are designated as the “Closing” and such date, the “Closing Date”).
(a) On or prior to the Closing, the Company shall deliver to the Investor the following:
(i) this Agreement duly executed by the Company;
(ii) a copy of the irrevocable instructions to the transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor;
(iii) a Warrant registered in the name of such Investor; and
(iv) wire instructions for a bank account designated by the Company.
(b) On or prior to the Closing, the Investor shall deliver to the Company the following:
(i) this Agreement duly executed by such Investor; and
(ii) the Investor’s subscription amount for the Shares and the Warrants by wire transfer to the bank account designated by the Company; and
(iii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable.
2Closing; Delivery. (a) The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures on the date of this Agreement or at such other time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified.
(b) At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness or other convertible securities of the Company to Purchaser, including interest, or by any combination of such methods.
1. 3Sale of Additional Shares of Preferred Stock . If fewer than [Total Number of Shares of Series A Preferred Stock Authorized to be Sold] shares of Series A Preferred Stock are sold and issued at the Initial Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement, up to the balance of such authorized but unissued shares of Series A Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such shares) (the “Additional Shares”), to one or more purchasers (the “Additional Purchasers”), provided that (i) such subsequent sale is consummated prior to ninety (90) days after the Initial Closing, and (ii) each Additional Purchaser becomes a party to the Transaction Agreements (as defined below) (other than the Management Rights Letter), by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit A to this Agreement shall be updated to reflect the number of Additional Shares purchased at each such Closing and the parties purchasing such Additional Shares.
2Closing; Delivery. (a) Except as set forth in the last paragraph of Section 1.2(c)) below, the initial purchase and sale of the Units under this Agreement (the “Initial Closing”), which shall not occur until the Minimum Amount is on deposit in the Escrow Account (as defined below), shall take place remotely via the exchange of documents and signatures, on or before September 30, 2022, which period may be extended by mutual agreement of the Company and the Placement Agent until October 17, 2022 (the date of the Initial Closing is hereinafter referred to as the “Initial Closing Date”). If there is more than one closing, the term “Closing” shall apply to the Initial Closing and each Subsequent Closing (as defined below), unless otherwise specified.
(b) After an Initial Closing Date, the Company may sell, on the same terms and conditions as those contained in this Agreement, such number of additional Units (the “Additional Units”) that, together with the Units sold in the Initial Closing, constitute the Maximum Amount, to one or more purchasers (the “Additional Purchasers”) at such time(s) as the Company and the Placement Agent may agree (each a “Subsequent Closing”), provided that (i) such Subsequent Closing occurs on or prior to October 17, 2022 and (ii) each Additional Purchaser shall become a party to the Transaction Agreements (as defined below), by executing and delivering a counterpart signature page to each of the Transaction Agreements. Exhibit B to this Agreement shall be updated to reflect the number of Additional Units purchased at each such Closing and the parties purchasing such Additional Units. The date(s) of the Subsequent Closing(s) is hereinafter referred to as the “Subsequent Closing Date(s)”).
(c) Promptly following each Closing (and in any event, within five (5) Business Days of a Closing) the Company shall deliver to each Purchaser a certificate or direct registration system account statement (a “DRS Statement”) representing the Common Shares and a certificate representing the Warrants comprising the Units being purchased by such Purchaser at such Closing against payment of the purchase price therefor, which shall be made by check or by wire transfer to the escrow account set forth below: Bank: Signature Bank Address: 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 ABA Number: 000000000 Swift Code: XXXXXX00 Account #: [***] For Credit of: ProMIS Neurosciences Inc. Address: Suite 200, 1920 Yonge Street Toronto, Ontario M4S 3E2 C...
