Common use of CLOSING AND SETTLEMENT Clause in Contracts

CLOSING AND SETTLEMENT. (a) Subject to the satisfaction (or waiver) of the conditions set forth in Article IV, the closing of the Exchange (the “Closing”) shall occur on the date hereof upon the execution and delivery of this Agreement by the Holders and the Company. At the Closing: (i) each Holder shall deliver or cause to be delivered to the Company a duly executed stock power or other customary documents of conveyance or transfer, which shall transfer such Holder’s Exchanged Common Shares to the Company, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim, limitation or restriction thereto (collectively, “Liens”) other than Permitted Liens (as defined below); and (ii) (A) the Company shall issue to each Holder or its designee such Holder’s Preferred Shares, and (B) the Company shall deliver to each Holder (or its designee) stock certificates, duly executed on behalf of the Company, representing such Holder’s Preferred Shares. (b) Effective upon the Closing, (i) each Holder shall be deemed for all corporate purposes to have become the legal, beneficial and record holder of the Preferred Shares entitled to exercise all rights (including conversion rights) as a holder thereof and (ii) the Exchanged Common Shares held by such Holder shall be deemed cancelled and retired, in each case, without any further action by any party. (c) Effective upon the Closing, each Holder shall, automatically and irrevocably, without any further action by any party, surrender all voting rights in respect of the Exchanged Common Shares (but not, for the avoidance of doubt, any other Owned Common Shares, any Conversion Shares that are issued following the Closing upon conversion or exercise, as applicable, of any Preferred Shares or other securities held by the Holder as of the Closing). From and after the Closing, (i) the Holder shall not vote, and shall not be entitled to vote, any of the Exchanged Common Shares at any meeting of stockholders, or in connection with any written consent of stockholders, with respect to any matter and (ii) the Exchanged Common Shares shall not be considered present or entitled to vote or otherwise accounted for in connection with any meeting or vote that occurs following the Closing (including for purposes of determining the presence or absence of a quorum or the minimum vote required to approve any matter) regardless of whether the record date in respect of such meeting or written consent preceded the date of this Agreement. The Company acknowledges and confirms that it has not set a record date for any special meeting or any other meeting of stockholders (or for purposes of determining stockholders entitled to consent to any matter in writing), and covenants and agrees that it shall use its reasonable best efforts to not fix a record date for any meeting of its stockholders with respect to which a record date has not already been set until the Exchange has become effective, unless the Exchange shall not have become effective as a result of an Investor’s willful breach of this Agreement or the Letter Agreement.

CLOSING AND SETTLEMENT. (a) Subject to the satisfaction (or waiver) of the conditions set forth in Article IV, the closing of the Exchange (the “Closing”) shall occur on the date hereof upon the execution and delivery of this Agreement by the Holders and the Companyhereof. At the Closing:, (i) each the Holder shall deliver or cause to be delivered to the Company a duly executed stock power or other customary documents of conveyance or transfer, which shall transfer such Holder’s the Exchanged Common Shares to the Company, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim, limitation or restriction thereto (collectively, “Liens”) other than Permitted Liens (as defined below); and (ii) (A) the Company shall issue to each the Holder or its designee such Holder’s the Preferred Shares, and (B) the Company shall deliver to each the Holder (or its designee) stock certificates, duly executed on behalf of the Company, representing the Preferred Shares. In addition to any contractual restrictions or lock-up agreements to which such Holder’s Holder may be a party, the Preferred Shares will be subject to the same restrictions on transferability, if any, as the Conversion Shares. (b) Effective upon as of the Closingdate of the Closing (the “Closing Date”), (i) each the Holder shall be deemed for all corporate purposes to have become the legal, beneficial and record holder of the Preferred Shares entitled to exercise all rights (including conversion rights) as a holder thereof and (ii) the Exchanged Common Shares held by such Holder shall be deemed cancelled and retired, in each case, without any further action by any party. (c) Effective upon the Closing, each the Holder shall, automatically and irrevocably, without any further action by any party, surrender all voting rights in respect of the Exchanged Common Shares (but not, for the avoidance of doubt, any other Owned Common Shares, any Conversion Shares that are issued following the Closing upon conversion or exercise, as applicable, of any Preferred Shares or other securities held by the Holder as of the ClosingClosing Date). From and after the Closing, (i) the Holder shall not vote, and shall not be entitled to vote, any of the Exchanged Common Shares at any meeting of stockholders, or in connection with any written consent of stockholders, with respect to any matter and (ii) the Exchanged Common Shares shall not be considered present or entitled to vote or otherwise accounted for in connection with any meeting or vote that occurs following the Closing (including for purposes of determining the presence or absence of a quorum or the minimum vote required to approve any matter) regardless of whether the record date in respect of such meeting or written consent preceded the date of this Agreement. The Other than as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on April 29, 2020 with respect to the Company’s annual meeting of stockholders (the “2020 Annual Meeting”), the Company acknowledges and confirms that it has not set a record date for any special meeting or any other meeting of stockholders (or for purposes of determining stockholders entitled to consent to any matter in writing), and covenants and agrees that it shall to use its commercially reasonable best efforts to not fix a re-set the record date for any meeting of its stockholders with respect to which the 2020 Annual Meeting for a record date has not already been set until that occurs after the Exchange has become effective, unless the Exchange shall not have become effective as a result of an Investor’s willful breach of this Agreement or the Letter AgreementClosing Date.

CLOSING AND SETTLEMENT. (a) Subject to the satisfaction (or waiver) of the conditions set forth in Article IV, the closing of the Exchange (the “Closing”) shall occur on immediately prior to the date hereof upon consummation of the execution and delivery of this Agreement by the Holders Mergers and the CompanyPIPE Transactions (the “Effective Time”). At the Closing: : (i) each Holder shall deliver or cause to be delivered to the Company or its transfer agent a duly executed stock power power, transfer agent instructions or other customary documents of conveyance or transfer, which shall transfer such Holder’s Exchanged Common Shares to the Company, or shall otherwise transmit (or cause its prime broker to transmit for such Holder’s account) such Holder’s Exchanged Common Shares to the Company through The Depository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) system, in each case, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim, limitation limitat ion or restriction thereto (collectively, “Liens”) other than Permitted Liens (as defined below); and and (ii) (A) the Company shall issue to each Holder or its designee such Holder’s Preferred Shares, and (B) the Company shall deliver to each Holder (or its designee) stock certificates, duly executed on behalf of the Company, representing such Holder’s Preferred Shares. (b) Effective upon as of the ClosingEffective Time, (i) each Holder shall be deemed for all corporate purposes to have become the legal, beneficial and record holder of the Preferred Shares entitled to exercise all rights (including conversion rights) as a holder thereof and (ii) the Exchanged Common Shares held by such Holder shall be deemed cancelled and retired, in each case, without any further action by any party, regardless of when the Exchanged Common Shares are actually delivered or surrendered to the Company or its transfer agent, or the Preferred Shares are issued and delivered to such Holder. (c) Effective upon as of the ClosingEffective Time, each Holder shall, automatically and irrevocably, without any further action by any party, surrender all voting rights in respect of the Exchanged Common Shares (but not, for the avoidance of doubt, any other Owned Common Shares, any Conversion Shares that are issued following the Closing upon conversion or exercise, as applicable, of any Preferred Shares or other securities held by the Holder as of the ClosingEffective Time). From and after the Closing, (i) the Holder shall not vote, and shall not be entitled to vote, any of the Exchanged Common Shares at any meeting of stockholders, or in connection with any written consent of stockholders, with respect to any matter and (ii) the Exchanged Common Shares shall not be considered present or entitled to vote or otherwise accounted for in connection with any meeting or vote that occurs following the Closing (including for purposes of determining the presence or absence of a quorum or the minimum vote required to approve any matter) regardless of whether the record date in respect of such meeting or written consent preceded the date of this Agreement. The Company acknowledges and confirms that it has not set a record date for any special meeting or any other meeting of stockholders (or for purposes of determining stockholders entitled to consent to any matter in writing), and covenants and agrees that it shall use its reasonable best efforts to not fix a record date for any meeting of its stockholders with respect to which a record date has not already been set until the Exchange has become effective, unless the Exchange shall not have become effective as a result of an Investor’s willful breach of this Agreement or the Letter Agreement.this

CLOSING AND SETTLEMENT. (a) Subject to the satisfaction (or waiver) of the conditions set forth in Article IV, the closing of the Exchange (the “Closing”) shall occur on the date hereof upon Simultaneous with the execution and delivery of this Agreement Agreement, each Purchaser shall execute and deliver to the Seller and the Company an Affidavit of U.S. Citizenship in the form of Exhibit A attached hereto (the “Citizenship Affidavit”), and Purchaser shall cause each beneficial owner of Shares, if any, identified in such Citizenship Affidavit with beneficial ownership of 5% or more of the issued and outstanding Common Stock to submit prior to Closing a citizenship affidavit in the form required by 46 C.F.R. 356.5, it being understood that such citizenship affidavit(s) may in turn be submitted by the Holders Company to the Maritime Administration of the United States Department of Transportation to the extent required by applicable law in order to maintain the fishery endorsements for the vessels owned by the Company and its subsidiaries which are necessary for the Company. At conduct of their respective businesses. (b) Prior to the consummation of the Closing: (i) each Holder , the Seller shall deliver or cause to be delivered to the Company a Transfer Agent, (i) the certificate or certificates representing the Shares accompanied by duly executed stock power or other customary documents of conveyance or transferpowers endorsed in blank, which shall transfer such Holder’s Exchanged Common Shares to the Company, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim, limitation or restriction thereto (collectively, “Liens”) other than Permitted Liens (as defined below); and (ii) an irrevocable request from the Seller in the form of Exhibit B attached hereto (the “Transfer Request”) (copies of which shall be provided to the Purchasers and the Company) requesting that the Transfer Agent prepare new certificates representing the Shares in the names and in the denominations set forth therein (the “New Certificates”) for delivery to the Purchasers upon consummation of the sale of the Shares as contemplated hereby and (iii) an executed irrevocable letter of instruction from the Company to the Transfer Agent in the form of Exhibit C attached hereto (the “Transfer Agent Instructions”) (copies of which shall be provided to the Purchasers and the Seller) instructing the Transfer Agent to prepare the New Certificates for delivery to the Purchasers upon consummation of the sale of the Shares as contemplated hereby, such New Certificates to bear the restrictive legends set forth in the Transfer Agent Instructions. (c) Prior to the Closing, the Seller shall cause the Transfer Agent to deliver to Purchasers an undertaking from the Transfer Agent in the form of Exhibit D attached hereto (the “Undertaking”) pursuant to which the Transfer Agent will agree to issue the New Certificates to the Purchasers upon notification to it by a representative of the Seller of the consummation of the sale of the Shares as contemplated hereby. (d) Prior to the Closing, the Company shall deliver to the Transfer Agent an opinion of counsel (copies of which shall be provided to the Purchasers and the Sellers), addressed to the Transfer Agent, that the New Certificates may be issued to the Purchasers without compliance with the registration requirements of the Securities Act. (e) On the Closing Date, (i) each Purchaser shall cause wire transfers in same day funds to be sent to the account of (A) the Company shall issue Seller as instructed in writing by the Seller, in an amount representing such Purchaser’s pro rata portion of the Net Purchase Price as set forth on the signature pages to each Holder or its designee such Holder’s Preferred Shares, this Agreement and (B) the Company shall deliver to each Holder (or its designee) stock certificatesBroker as instructed in writing by the Broker, duly executed on behalf in an amount representing such Purchaser’s pro rata portion of the Company, representing such Holder’s Preferred Shares. (b) Effective upon Brokerage Fee as set forth on the Closing, (i) each Holder shall be deemed for all corporate purposes signature pages to have become the legal, beneficial and record holder of the Preferred Shares entitled to exercise all rights (including conversion rights) as a holder thereof this Agreement and (ii) the Exchanged Common Seller, upon consummation of the sale of the Shares held by such Holder as contemplated hereby, shall instruct the Transfer Agent to release the New Certificates to the Purchaser; provided, that the Seller agrees that Purchaser Franklin Microcap Value Fund, A Series of Franklin Value Investors Trust (“FRK”), shall cause a single wire transfer consisting of its pro rata portion of the Gross Purchase Price to be delivered to the Broker. The Seller agrees that the Broker shall be deemed cancelled responsible for delivering FRK’s pro rata portion of the Net Purchase Price to the Seller and retired, in each case, without any shall be entitled to retain the applicable Brokerage Fee. The Seller further action agrees that FRK’s obligation to pay its pro rata share of the Net Purchase Price hereunder and wire funds shall be satisfied by any partywiring its pro rata share of the Gross Purchase Price to the Broker as set forth above and that the Broker shall be responsible for delivery of FRK’s pro rata portion of the Net Purchase Price to the Seller. (cf) Effective upon On or prior to the ClosingClosing Date, each Holder shall, automatically and irrevocably, without any further action by any party, surrender all voting rights in respect the Seller shall cause the Company to deliver to the Purchasers an executed counterpart of the Exchanged Common Shares Registration Rights Agreement, in the form of Exhibit E attached hereto (but not, for the avoidance of doubt, any other Owned Common Shares, any Conversion Shares that are issued following “Registration Rights Agreement”). (g) On or prior to the Closing upon conversion or exerciseDate, as applicable, of any Preferred Shares or other securities held by the Holder as Purchasers shall deliver to the Company an executed counterpart of the ClosingRegistration Rights Agreement. (h) On or prior to the Closing Date, the Seller shall deliver to the Purchasers a fully executed termination, consent and waiver, in the form of Exhibit F attached hereto (the “Termination, Consent and Waiver”). From and after the Closing, . (i) the Holder shall not vote, and shall not be entitled to vote, any Each of the Exchanged Common Shares at parties shall execute and deliver to the other parties hereto such other documents or instruments as any meeting of stockholders, or in connection with any written consent of stockholders, with respect party hereto reasonably requests to any matter and (ii) effect the Exchanged Common Shares shall not be considered present or entitled to vote or otherwise accounted for in connection with any meeting or vote that occurs following the Closing (including for purposes of determining the presence or absence of a quorum or the minimum vote required to approve any matter) regardless of whether the record date in respect of such meeting or written consent preceded the date of this Agreement. The Company acknowledges and confirms that it has not set a record date for any special meeting or any other meeting of stockholders (or for purposes of determining stockholders entitled to consent to any matter in writing), and covenants and agrees that it shall use its reasonable best efforts to not fix a record date for any meeting of its stockholders with respect to which a record date has not already been set until the Exchange has become effective, unless the Exchange shall not have become effective as a result of an Investor’s willful breach of this Agreement or the Letter Agreementtransactions contemplated hereby.

CLOSING AND SETTLEMENT. (a) Subject to the satisfaction (or waiver) of the conditions set forth in Article IV, the closing of the Exchange (the “Closing”) shall occur on immediately prior to the date hereof upon consummation of the execution and delivery of this Agreement by the Holders Mergers and the CompanyPIPE Transactions (the “Effective Time”). At the Closing: (i) each Holder shall deliver or cause to be delivered to the Company or its transfer agent a duly executed stock power power, transfer agent instructions or other customary documents of conveyance or transfer, which shall transfer such Holder’s Exchanged Common Shares to the Company, or shall otherwise transmit (or cause its prime broker to transmit for such Holder’s account) such Holder’s Exchanged Common Shares to the Company through The Depository Trust Company’s Deposit/Withdrawal at Custodian (DWAC) system, in each case, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim, limitation or restriction thereto (collectively, “Liens”) other than Permitted Liens (as defined below); and (ii) (A) the Company shall issue to each Holder or its designee such Holder’s Preferred Shares, and (B) the Company shall deliver to each Holder (or its designee) stock certificates, duly executed on behalf of the Company, representing such Holder’s Preferred Shares. (b) Effective upon as of the ClosingEffective Time, (i) each Holder shall be deemed for all corporate purposes to have become the legal, beneficial and record holder of the Preferred Shares entitled to exercise all rights (including conversion rights) as a holder thereof and (ii) the Exchanged Common Shares held by such Holder shall be deemed cancelled and retired, in each case, without any further action by any party, regardless of when the Exchanged Common Shares are actually delivered or surrendered to the Company or its transfer agent, or the Preferred Shares are issued and delivered to such Holder. (c) Effective upon as of the ClosingEffective Time, each Holder shall, automatically and irrevocably, without any further action by any party, surrender all voting rights in respect of the Exchanged Common Shares (but not, for the avoidance of doubt, any other Owned Common Shares, any Conversion Shares that are issued following the Closing upon conversion or exercise, as applicable, of any Preferred Shares or other securities held by the Holder as of the ClosingEffective Time). From and after the Closing, (i) the Holder shall not vote, and shall not be entitled to vote, any of the Exchanged Common Shares at any meeting of stockholders, or in connection with any written consent of stockholders, with respect to any matter and (ii) the Exchanged Common Shares shall not be considered present or entitled to vote or otherwise accounted for in connection with any meeting or vote that occurs following the Closing (including for purposes of determining the presence or absence of a quorum or the minimum vote required to approve any matter) regardless of whether the record date in respect of such meeting or written consent preceded the date of this Agreement. The Company acknowledges and confirms that it has not set a record date for any special meeting or any other meeting of stockholders (or for purposes of determining stockholders entitled to consent to any matter in writing)) to be held following the consummation of the Mergers, and covenants and agrees that it shall use its reasonable best efforts to not fix a record date for any such meeting of its stockholders with respect to which a record date has not already been set until the Exchange has become effective, unless the Exchange shall not have become effective as a result of an Investora Holder’s willful breach of this Agreement or the Letter Agreement.

CLOSING AND SETTLEMENT. (a) Subject to the satisfaction (or waiver) of the conditions set forth in Article IV, the closing of the Exchange (the “Closing”) shall occur on the date hereof upon the execution and delivery of this Agreement by the Holders Holder and the Company. At the Closing: (i) each the Holder shall deliver transmit (or cause its prime broker to be delivered to transmit for the Company a duly executed stock power or other customary documents of conveyance or transfer, which shall transfer such Holder’s account) the Holder’s Initial Exchanged Common Shares to the Company through The Depository Trust Company’s Deposit/Withdrawal at Custodian (“DWAC”) system, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim, limitation or restriction thereto (collectively, “Liens”) other than Permitted Liens (as defined below); and (ii) (A) the Company shall issue to each the Holder or its designee such a certificate or certificates (as designated by the Holder) representing the Holder’s Preferred Shares, not bearing any restrictive or other legend, and (B) the Company shall deliver to each the Holder (or its designee) stock certificates, duly executed on behalf of the Company, representing such the Holder’s Preferred Shares. (b) Effective upon the Closing, (i) each the Holder shall be deemed for all corporate purposes to have become the legal, beneficial and record holder of the Preferred Shares entitled to exercise all rights (including conversion rights) as a holder thereof and (ii) the Exchanged Common Shares held by such the Holder shall be deemed cancelled and retired, in each case, without any further action by any party. (c) Effective upon the Closing, each the Holder shall, automatically and irrevocably, without any further action by any party, surrender all voting rights in respect of the Exchanged Common Shares (but not, for the avoidance of doubt, any other Owned Common Shares, Shares or any Conversion Shares that are issued following the Closing upon conversion or exercise, as applicable, of any Preferred Shares or other securities held by the Holder as of the ClosingShares). From and after the Closing, (i) the Holder shall not vote, and shall not be entitled to vote, any of the Exchanged Common Shares at any meeting of stockholders, or in connection with any written consent of stockholders, with respect to any matter and (ii) the Exchanged Common Shares shall not be considered present or entitled to vote or otherwise accounted for in connection with any meeting or vote that occurs following the Closing (including for purposes of determining the presence or absence of a quorum or the minimum vote required to approve any matter) regardless of whether the record date in respect of such meeting or written consent preceded the date of this Agreement. The Company acknowledges and confirms that it has not set a record date for any special meeting or any other meeting of stockholders (or for purposes of determining stockholders entitled to consent to any matter in writing), and covenants and agrees that it shall use its reasonable best efforts to not fix a record date for any meeting of its stockholders with respect to which a record date has not already been set until the Exchange has become effective, unless the Exchange shall not have become effective as a result of an Investorthe Holder’s willful breach of this Agreement or the Letter Agreement.