Closing Issuance Clause Samples

The Closing Issuance clause defines the process and requirements for the issuance of securities or other instruments at the closing of a transaction. It typically outlines the timing, documentation, and conditions that must be met before the issuance occurs, such as the delivery of certificates or electronic records and the satisfaction of closing conditions. This clause ensures that all parties understand when and how the securities will be issued, thereby providing clarity and reducing the risk of disputes at the closing stage.
Closing Issuance. At the Closing (as defined below), in consideration for the advances to be made to the Company under the Loan Agreement and for other good and valuable consideration, the Company hereby agrees to issue to Investors, and Investors hereby agree to acquire from the Company, an aggregate of 1,512,500 shares (the “Closing Issuance Shares”) of Class A common stock, par value $0.0001 per share, of the Company (the “Class A Common Stock”) (such issuance, the “Closing Issuance”), in the respective amounts set forth on Schedule I.
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Closing Issuance. Provided that the documents set forth in Section 6 have been executed and delivered to the satisfaction of ▇▇▇▇▇, at the Closing Buyer shall issue to Seller the Shares and record such issuance on the books and records of Buyer. Such Shares, when issued and recorded as set forth herein, shall be validly issued, fully paid, and nonassessable.
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Related to Closing Issuance

  • Closing Time and Place The closing of the transactions contemplated by this Agreement (“Closing”) shall take place on the date of this Agreement (the “Closing Date”), at the offices of ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, at a time mutually determined by Seller and Buyer.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Pre-Closing Reorganization Buyer agrees that any or all of the Sellers may, at any time before Closing, implement a reorganization (“Pre-Closing Reorganization”) in the manner described at SCHEDULE T, provided that any new shareholders arising as a result of such reorganization will be bound by the terms of this Agreement, deemed to be “Sellers” for the purpose of this Agreement, obliged to sell their shares in the Relevant Holdco to the Buyer on the terms and conditions contained herein, and required to provide all of the representations, warranties and covenants that are provided by the Sellers herein, shall assume all liabilities and duties of any shareholder or Seller for whom such shareholder is the successor in interest, and provided further that the Pre-Closing Reorganization: (a) will not have the effect of imposing any incremental obligations for Taxes for the Buyer, the Holdcos, the Corporation or the Subsidiaries; and (b) will not have an adverse effect on Holdcos, the Corporation or the Subsidiaries or their respective businesses or Assets or impose any cost, liability or expense on any of them that is not reimbursed by Sellers. No Pre-Closing Reorganization will be considered in determining whether a representation, warranty or covenant of the Sellers hereunder has been breached, other than pursuant to the terms of this Section 5.9 but excluding the consideration of the Competition Act Approval. The Sellers will provide written notice to the Buyer upon completion of any Pre-Closing Reorganization together with an updated SCHEDULE A reflecting any changes to Sellers, Shares and Purchase Price allocation resulting from the Pre-Closing Reorganization (which updated SCHEDULE A will be deemed to be incorporated into and form part of this Agreement), and access to all relevant documentation relating to such Pre-Closing Reorganization.

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.