Closing; Delivery of Shares Sample Clauses

Closing; Delivery of Shares. (a) The closing of the sale of Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Closing shall occur on the date of, and immediately prior to, the Transaction Closing. (b) The Company shall provide written notice (which may be via email) to the Subscriber (the “Closing Notice”) that the Company reasonably expects the Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”) that is not less than five (5) business days from the date of the Closing Notice, which Closing Notice shall contain the Company’s wire instructions for an escrow account (the “Escrow Account”) established by the Company with a third party escrow agent (the “Escrow Agent”) to be identified in the Closing Notice. On or prior to the Scheduled Closing Date, the Subscriber shall deliver to the Escrow Account the aggregate Purchase Price for the Shares subscribed by wire transfer of United States dollars in immediately available funds. Upon the Closing, the Company shall provide instructions to the Escrow Agent to release the funds in the Escrow Account to the Company against delivery to the Subscriber of the Shares, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in book-entry form as set forth in Section 2(c) below. If this Subscription Agreement is terminated prior to the Closing and any funds have already been sent by the Subscriber to the Escrow Account, then promptly after such termination, the Company will instruct the Escrow Agent to promptly return such funds to the Subscriber. (c) On the Closing Date, promptly after the Closing, the Company shall deliver (or cause the delivery of) the Shares in book-entry form with restrictive legends in the amount as set forth on the signature page to the Subscriber as indicated on the signature page. In the event the Transaction Closing does not occur within three (3) business days of the Scheduled Closing Date, unless otherwise instructed by the Subscriber, the Company shall promptly cause the Escrow Agent to return the Purchase Price to the Subscriber. (d) Notwithstanding anything to the contrary herein, for any Subscriber that informs the Company (1) that it is an investment company registered under the Investment Company Act of 1940, as amended, (2) that it i...

Closing; Delivery of Shares. (a) The closing of the cancellation of the Debt and the issuance of the Shares shall occur as soon as practicable after the execution of this Agreement and satisfaction of the conditions set forth in this Agreement, but in no event later than forty five (45) calendar days from the execution of this Agreement (the “Outside Date”), at the offices of the Parent, or such other place, date and time as the parties may otherwise agree (the “Closing”). Issuance of the Shares is expressly subject to conditions in this Agreement, including, without limitation the conditions set forth in Section 7 below. (b) At the Closing, and if the Parent has engaged a stock transfer agent to record transactions in the B-1 Stock, the Parent shall use its best efforts to cause the Parent’s transfer agent to deliver to the Creditor, by courier or FedEx, a stock certificate registered in the name of Creditor and representing the amount of Shares as is set forth above. If the Parent acts as its stock transfer agent, then the Parent will issue the stock certificates for the Shares within ten (10) business days after the Closing. The Creditor may elect to have the Shares registered on the Parent’s stock transfer and registrar records and receive a written certification of ownership of the Shares rather than a physical stock certificate.

Closing; Delivery of Shares. (a) The closing of the cancellation of Debts and the issuance of the Shares shall occur as soon as practicable after the execution of this Agreement, but in no event later than thirty (30) calendar days from the execution of this Agreement (the “Outside Date”), at the offices of the Company, or such other place, date and time as set forth in this Agreement or as the parties hereto may otherwise agree (the “Closing”).

Closing; Delivery of Shares. The closing of the sale and purchase of the Subscription Securities (the “Closing”) is contingent upon the consummation of the Transactions. The Closing shall occur on the Business Day after the determination of the Per Share Purchase Price. (a) No later than 5:00 p.m. (Eastern time) on the Closing Date, each Subscriber shall pay to the Company the applicable Purchase Price in cash in immediately available funds to the bank account notified by the Company to each Subscriber in writing at least three Business Days prior to the Closing Date and transmit notification to the Company that such irrevocable funds transfer has been initiated. Substantially concurrently with the Closing, the Company (i) shall, or shall cause its transfer agent to, electronically deliver the Subscription Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under state or federal securities laws), in the name of each Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by each Subscriber, as applicable, or by such other means of delivery as may be mutually agreed upon by the parties hereto, and (ii) shall deliver a Warrant to the Subscriber. The Company shall deliver evidence from the Company’s transfer agent of the issuance to each Subscriber of the Subscription Shares (in book entry form) on and as of the Closing Date, as promptly as practicable after the Closing Date (and in any case, no later than the Business Day after the Closing Date). (b) Each of the Company and the Subscribers shall deliver to the other all documents, instruments and writings expressly required to be delivered by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated by this Agreement.

Closing; Delivery of Shares. (a) The closing of the cancellation of Debts and the issuance of the Shares shall occur as soon as practicable after the execution of this Agreement, but in no event later than thirty (30) calendar days from the execution of this Agreement (the “Outside Date”), at the offices of the Company, or such other place, date and time as set forth in this Agreement or as the parties hereto may otherwise agree (the “Closing”). (b) At the Closing, the Company shall use its best efforts to cause the Company’s transfer agent to deliver to each of the Creditors, by courier or FedEx, stock certificate, or certificates, registered in the name of such Creditor and representing the amount of Shares as is set forth opposite such Creditor’s name on the Schedule of Creditors.

Closing; Delivery of Shares. (a) The closing of the sale of the Subscriber Shares contemplated hereby (the “Closing”) shall occur on the date hereof concurrently with the consummation of the Transaction (the “Transaction Closing”). The undersigned acknowledges and agrees that this Subscription Agreement shall automatically terminate without any further action by, or liability to, any party hereto upon the termination of the Business Combination Agreement and the subscription contemplated hereunder shall be null and void. (b) The Company shall deliver to Subscriber (i) at the Closing, the Subscriber Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under state or federal securities laws), in the name of the Subscriber (or his nominee in accordance with his delivery instructions), and (ii) as promptly as practicable after the Closing, evidence from the Company’s transfer agent of the issuance to Subscriber of the Subscriber Shares (in book entry form) on and as of the Closing Date.

Closing; Delivery of Shares. The closing of the sale of Shares contemplated hereby (the “Closing”, and the date that the Closing actually occurs, the “Closing Date”) is contingent upon the substantially concurrent consummation of the Transaction (the “Transaction Closing”). The Closing shall occur on the date of, and immediately prior to, the Transaction Closing.

Closing; Delivery of Shares. (a) Subject to Section 6.1 and Section 6.2, the closing (the “Closing”) of the issuance and subscription of the Securities (the “Purchase”) shall occur on a date (the “Closing Date”) no later than three (3) Business Days after the date of this Agreement. (b) At the Closing, Purchaser shall deliver or cause to be delivered to the Company: (1) a duly completed and signed subscription form for the Note in the form attached as Exhibit E hereto; (2) a duly completed and signed subscription form for the Shares in the form attached as Exhibit F hereto; (3) the Note Issue Price and the Share Issue Price; (c) At the Closing, the Company shall do the following: (1) issue 7,272,724 Underlying Shares and deposit such Underlying Shares with the Depositary, in the name and on behalf of Purchaser; and (2) cause the Depositary to issue and deliver to Purchaser a book-entry transfer for the Shares to which Purchaser shall be entitled against deposit of the Underlying Shares, pursuant to the Deposit Agreement.

Closing; Delivery of Shares. The closing of the purchase and sale of the Shares shall take place at the offices of HJL Aesthetics (the “Closing”) at such other time or place as the parties mutually agree. At the Closing, HJL Aesthetics shall deliver to HJL a certificate representing the Shares that HJL is purchasing at the Closing against payment of the purchase price therefor by check or wire transfer.

Closing; Delivery of Shares. The issuance of the Shares shall take place on the Effective Date, remotely via the exchange of documents and signatures, or at such other time, date and place as the Company and the Investor mutually agree upon in writing (which time and place are designated as the “Closing”). On or before the Closing, the Company will cause the transfer agent for the Common Stock (the “Transfer Agent”) to issue the Shares to the Investor and to hold the Shares in book-entry form for the account of the Investor. The book entry for the Shares will be subject to a stop transfer order reflecting such the transfer restrictions referred to in Sections 3.4 and 3.5 of this Agreement. At the Closing, the Company will deliver to Investor a copy of Company’s irrevocable instructions to its Transfer Agent for the Common Stock instructing such Transfer Agent to register the issuance of the Shares to the Investor via book-entry.