Closing; Delivery of Shares and Warrants Sample Clauses

Closing; Delivery of Shares and Warrants. 3.1 The closing of the purchase and sale of the Shares and the Warrants pursuant to this Agreement (the “Closing”) shall take place at 10:00 a.m. at the offices of Xxxxxx Godward LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx on the second (2nd) business day (the “Closing Date”) after satisfaction in full of the closing conditions set forth in Sections 4 and 5 herein that by their terms are not to occur at the Closing, or waiver of any such closing conditions pursuant to the terms therein, or at such other time and place as may be agreed to by the Company and the Investors representing a majority of the total Aggregate Purchase Prices paid by all Investors (a “Majority in Interest of the Investors”). At the Closing, each Investor shall deliver, in immediately available funds, the Aggregate Purchase Price by wire transfer to an account designated by the Company. As soon as reasonably practicable, but in no event later than five (5) business days after the Closing, the Company shall deliver to each Investor, against payment therefor, one or more stock certificates representing the number of Shares set forth on Schedule A hereto and one or more Warrants to purchase the number of Warrant Shares set forth on Schedule A hereto, each such certificate and Warrant to be dated as of the Closing Date and to be registered in the name of the Investor or, if so indicated on the Stock Certificate and Warrant Questionnaire attached hereto as Exhibit B, in the name of a nominee designated by such Investor.
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Closing; Delivery of Shares and Warrants a. The closing of the Offering of Shares and Warrants contemplated hereby (the “Closing”) is contingent upon the concurrent consummation of the Business Combination. The Closing shall occur on the date of the consummation of the Business Combination. Upon (i) satisfaction of the conditions set forth in Section 3 below and (ii) not less than five (5) business days’ written notice (which may be via email) from (or on behalf of) Holdco to the Subscriber (the “Closing Notice”), which Closing Notice shall contain Holdco’s wire instructions, that Holdco reasonably expects the closing of the Business Combination to occur on a date that is not less than five (5) business days from the date of the Closing Notice, the Subscriber shall deliver to Holdco, no later than two (2) business days’ prior to the closing date specified in the Closing Notice (the “Closing Date”) the Purchase Price for the Shares and Warrants subscribed by wire transfer of United States dollars in immediately available funds to the account specified by Holdco in the Closing Notice against delivery to the Subscriber of the Shares and Warrants, 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(b) below. This Amended and Restated Subscription Agreement shall terminate and be of no further force or effect, without any liability to either party hereto, if Holdco notifies the Subscriber in writing that it has abandoned its plans to move forward with the Business Combination prior to the Closing Date. If, within three (3) business days following the Closing Date, the consummation of the Business Combination does not occur, Holdco shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to the Subscriber, and the Shares and Warrants, if issued, shall be cancelled. Notwithstanding such return, (i) a failure to close on the Closing Date shall not, by itself, be deemed to be failure of any of the conditions to Closing set forth in Section 3 to be satisfied or waived on or prior to the Closing Date and (ii) unless and until this Amended and Restated Subscription Agreement is terminated in accordance with Section 8 hereof, the Subscriber shall remain obligated (A) to redeliver funds following Holdco’s delivery to the Subscriber of a new Closing Notice and (B) to consummate the Closing upon satisfaction or waiver of the conditions set forth in Section...
Sample 1
Closing; Delivery of Shares and Warrants. This offering of securities will terminate on the earlier of (i) June 15, 2001, unless the closing date is extended in the sole discretion of the Company for a period of up to 90 days, or (ii) the date on which the maximum number of Units being offered hereby is fully subscribed (the "Closing"). The Company shall hold such subscribed amounts in a separate account of the Company, and its use shall be contingent upon the completion of the proposed acquisition of Growth Experts Group Inc. ("GrowthExperts"). In the event the acquisition of GrowthExperts is not completed, the Company shall promptly return to each investor his, her or its respective subscription amounts, without interest. Pursuant to the letter of intent between the Company and GrowthExperts, the Company must raise a minimum of $1,500,000 in gross proceeds from this offering before the proposed acquisition may be completed. After the proposed acquisition of GrowthExperts is completed, the Company reserves the right to close on any subscriptions received thereafter as funds and executed documentation are received by the Company, without providing notice to the subscriber. Subscribers will thereafter be advised of the acceptance of their subscriptions. After the Closing, the Company shall deliver to each Purchaser a certificate (or certificates, if requested in writing by the Purchaser prior to such Closing) representing the number of Shares purchased, registered in the name of the Purchaser and executed copies of the warrants, in the forms attached hereto as Exhibits A and B. The Company and the Purchaser also hereby agree to execute and deliver at the Closing such other documents as may be necessary or appropriate to complete such Closing.
Sample 1

Related to Closing; Delivery of Shares and Warrants

  • Purchase, Sale and Delivery of Shares (a) On the basis of the representations, warranties and covenants contained herein, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a price of $________ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule A hereto, subject to adjustments in accordance with Section 8 hereof. In addition, on the basis of the representations, warranties and covenants herein contained and subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, at their election, up to 375,000 Option Shares at the same price per share as set forth for the Firm Shares in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. The option granted hereby may be exercised in whole or in part, but only once, and at any time upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which certificates are to be delivered. If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than two or later than ten full business days after the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date.

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • Delivery of Shares Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

  • Delivery of Shares of Common Stock As soon as reasonably practicable following the date of vesting pursuant to the Vesting Period, or Executive’s earlier termination of employment or other event entitling Executive to vest in the RSUs pursuant to Paragraph 3, subject to Section 9(i), Newmont shall cause to be delivered to Executive a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Paragraph 5) deliverable to Executive in accordance with the provisions of this Agreement; provided, however, that Newmont may allow Executive to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Executive’s tax withholding obligations with respect to such Common Stock), sold on behalf of Executive, with the cash proceeds thereof, net of tax withholding, remitted to Executive, in lieu of Executive receiving a stock certificate or electronic delivery of shares in a direct registration system.

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