Closing; Exchange Sample Clauses
The 'Closing; Exchange' clause defines the procedures and requirements for the formal completion of a transaction, typically involving the transfer of assets, documents, or funds between parties. In practice, this clause outlines the specific date, location, and conditions under which the closing will occur, as well as the obligations each party must fulfill at the time of exchange, such as delivering signed agreements or making payments. Its core function is to ensure a clear, coordinated, and legally binding conclusion to the transaction, minimizing misunderstandings and disputes regarding the final steps of the deal.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue, and the Subscriber agree to acquire the Exchange Warrants in exchange for the Surrendered Shares.
(b) The Company and Subscriber shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at any location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase the number of Shares at the Purchase Price as set forth on the Signature Page for an aggregate purchase price also set forth thereon (“Subscription Amount”).
(b) On the Closing Date, the Company shall deliver to each Purchaser a statement of holdings representing the number of Shares so subscribed.
(c) The Company and Purchasers shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall by remote exchange of electronic documentation.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase 5,000 Shares, at the Convertible Preferred Stock Purchase Price, for an aggregate purchase price of $25,000 (“Share Purchase Price” or “Subscription Amount”). The Share Purchase Price shall by paid by wire transfer of immediately available funds to the following account: Bank: ▇▇▇▇▇ Fargo Bank, NA ABA Routing: ▇▇▇▇▇▇▇▇▇ Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, CA 94104 F/B/O: NuAxess 2, Inc. Account#: 7972726280 Address: ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Toms River, NJ 08753
(b) On the Closing Date, the Company shall deliver to the Purchaser a certificate representing the 5,000 Shares of Series H Convertible Preferred Stock purchased by Purchaser.
(c) The Company and Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase the number of Shares as set forth on the Signature Page for an aggregate purchase price also set forth thereon (“Subscription Amount”). Each Purchaser will receive one (1) share of Series B Preferred Stock for each $1,000 of Purchase Price.
(b) On the Closing Date, the Company shall deliver to each Purchaser a certificate representing the number of Shares of Series B Convertible Preferred Stock.
(c) The Company and Purchasers shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of D▇▇▇▇▇▇▇▇ W▇▇▇▇▇ LLP or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. (a) Promptly after the Effective Time or any event causing a Post-Closing Payment or the release of all or any portion of the Adjustment Escrow Fund, the Indemnification Escrow Fund and/or the Representative Fund, Parent (or the Representative, in connection with a release of cash from the Representative Fund) shall deposit, or cause to be deposited, for the benefit of the Company Securityholders:
(i) with Wilmington Trust, N.A. or such other Person as Parent may select (the “Exchange Agent”), the cash consideration payable to the Company Securityholders (other than holders of Closing In The Money Options that are subject to Tax withholding) and the holders of Company Convertible Notes pursuant to Section 2.4(c), to be held by the Exchange Agent in accordance with the terms of the exchange agent agreement (the “Exchange Agent Agreement”) to be executed at or prior to the Closing by Parent and the Exchange Agent;
(ii) in the Post-Closing Payroll Account, the cash consideration payable to holders of Closing In The Money Options that are subject to Tax withholding, to be administered by Parent or the Surviving Entity and the applicable payroll processor in accordance with Section 2.4 above and applicable Laws;
(iii) with respect to the Closing Payment only, with the Escrow Agent, the portion of the Closing Payment comprised of Parent Common Shares payable to FASC, the Sale Bonus Recipients and the Company Securityholders pursuant to Section 2.4(c), to be held by the Escrow Agent in accordance with the terms of the Escrow Agreement. Any Parent Common Shares that are deposited with the Escrow Agent pursuant to this Section 2.6(a)(iii) shall be treated by Parent and its Affiliates as issued and outstanding capital stock of Parent, and shall be held by the Escrow Agent as a book position registered in the name Wilmington Trust, N.A., as Escrow Agent FBO Traverse Beneficiaries, in trust for the account and benefit of FASC, the Sale Bonus Recipients and the applicable Company Securityholders. Notwithstanding the foregoing, Parent shall not so deposit with the Escrow Agent any Parent Common Shares retained by Parent pursuant to the terms of any Restriction Agreement, which Parent Common Shares shall be paid out (if at all) in accordance with the terms of the applicable Restriction Agreement.
(b) The Company shall deliver (which may be done electronically) as soon as is reasonably practicable following the Agreement Date, to each Person who is a holder of Company Con...
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase the number of Shares at the Purchase Price as set forth on the Signature Page for an aggregate purchase price also set forth thereon (“Subscription Amount”). Each Purchaser will receive one Warrant to purchase one share of Common Stock for each Share of Common Stock they purchase.
(b) On the Closing Date, the Company shall deliver to each Purchaser a statement of holdings representing the number of Shares and an agreement for the Warrants in the form delivered to the Purchaser herewith.
(c) The Company and Purchasers shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall by remote exchange of electronic documentation.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaseragrees to purchase the Shares for an aggregate purchase price of $500,000 (“Share Purchase Price” or “Subscription Amount”).
(b) On the Closing Date, the Company shall deliver to the Purchaser a certificate representing the number of Shares of Series A Convertible Preferred Stock purchased by Purchaser.
(c) The Company and Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.
Closing; Exchange. The Purchase Price to be paid by Purchaser to Seller for the purchase of the Stock at the Closing (the "Closing Purchase Price") shall be paid as set forth in Sections 3.1, 3.2 and 3.3.
3.1 Cash Consideration. $402,397.00 shall be paid in immediately available funds by wire transfer to Cole ▇▇▇▇▇▇ ▇▇▇k, ABA No. 0710▇▇▇▇▇, ▇▇edit Account No. 0653-15383, Attn: Ms. ▇▇▇▇▇ ▇▇▇▇▇▇▇, (847) ▇▇▇-▇▇▇▇, ▇▇ by certified or bank check made payable to Seller.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to issue and sell and the Purchaser agrees to purchase the Shares and Warrants for an aggregate purchase price of Three Million Dollars ($3,000,000.00) (“Subscription Amount”). The aggregate number of Shares of Common Stock (the “Shares”) to be issued and sold shall be determined by dividing the Subscription Amount by the “Per Share Purchase Price” (as defined in Exhibit A below). Concurrently with the issuance of the Shares, the Purchaser will be issued Warrants to purchase five hundred thousand (500,000) Shares of Common Stock, exercisable at a price per Share equal to Three Dollars and Fifty Cents ($3.50) per Share of Common Stock and with a six (6) year term, which Warrants shall be in substantially the same form annexed hereto as Exhibit B.
(b) On the Closing Date, the Company shall deliver to the Purchaser a certificate representing the number of Shares of Common Stock and an agreement representing the Warrants purchased by Purchaser hereunder (the “Warrant Agreement”).
(c) The Company and Purchaser shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of by remote exchange of electronic documentation as the parties shall mutually agree upon by the Parties.
Closing; Exchange. (a) On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers agree to purchase the Shares and Warrants for an aggregate purchase price of $200,000 (“Subscription Amount”). Each Investor will receive two (2) shares of Series D Preferred Stock for each $10.00 of Purchase Price. Each Investor will be issued Warrants to purchase common stock with an aggregate purchase price equal to fifty percent (50%) of such Purchaser’s Purchase Price at a price per share equal to $0.30, subject to change as set forth therein.
(b) On the Closing Date, the Company shall deliver to each Purchaser a certificate representing the number of Shares of Series D Convertible Preferred Stock and a certificate representing the Warrant purchased by Purchaser.
(c) The Company and Purchasers shall also deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at the offices of G&M or such other location or by remote exchange of electronic documentation as the parties shall mutually agree.