Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. (a) On each Closing Date, against receipt from the Purchaser of the full Preferred Share Issue Price in respect of each Preferred Share to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b) (which shall be paid to the Company account described in Section 5.5, in the manner described in Section 5.5), the Company shall issue to the Purchaser the amount of the Preferred Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b), registered in the name of the Purchaser, free from all liens. (b) The closing for each subscription for Preferred Shares pursuant to Section 2.1 (each, a “Closing”) shall be held at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as may be agreed by the Parties, on the applicable Closing Date for such subscription. If any Closing would otherwise occur pursuant to Section 2.1 on a day that is not a Business Day, such Closing, and the related Closing Date, shall be postponed until the first Business Day following such non-Business Day. (c) All proceedings to be taken and all documents to be executed and delivered by all Parties at a Closing shall be deemed to have been taken and executed and delivered simultaneously at such Closing, and no proceedings shall be deemed taken nor any documents executed or delivered at such Closing until all have been taken, executed and delivered. (d) The Company shall file the Certificate of Designation with the Secretary of State of the State of Delaware on or before the Initial Closing.

Closing Mechanics. (aA) On Subject to Section 1(b)(i)(B), at the Closing the Company and the Sellers, as applicable, shall deliver to each Closing DateBuyer one or more share certificates evidencing the Preference Shares being purchased by such Buyer hereunder, in each case against receipt from the Purchaser delivery by such Buyer of the full Preferred Share Issue Buyer’s Purchase Price in respect of each Preferred Share to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b) (which shall be paid to the Company account described in Section 5.5, in the manner described in Section 5.5), the Company shall issue to the Purchaser the amount of the Preferred Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b), registered in the name of the Purchaser, free from all lienstherefor. (b) The closing for each subscription for Preferred Shares pursuant to Section 2.1 (each, a “Closing”) shall be held at the offices of Xxxxxxxx & Xxxxxxxx LLP, located at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as may be agreed by the Parties, on the applicable Closing Date for such subscription. If any Closing would otherwise occur pursuant to Section 2.1 on a day that is not a Business Day, such Closing, and the related Closing Date, shall be postponed until the first Business Day following such non-Business Day. (c) All proceedings to be taken and all documents to be executed and delivered by all Parties at a Closing shall be deemed to have been taken and executed and delivered simultaneously at such Closing, and no proceedings shall be deemed taken nor any documents executed or delivered at such Closing until all have been taken, executed and delivered. (dB) The Company shall file deliver to the Certificate Buyers on Schedule II hereto executed share certificates in the names and amounts set forth below such Buyers’ signature on the signature pages hereto at least three (3) business days prior to the Closing. To the extent this Agreement is terminated pursuant to Section 8 or the Closing does not occur for any reason, (i) the Shares represented by such share certificates shall be deemed cancelled automatically without any action on the part of Designation any Person and (ii) each such Buyer shall promptly return (in any event no later than two (2) business days) such share certificates to the Company. For the avoidance of doubt, the Shares represented by such share certificates are being delivered to such Buyers in advance of the Closing for such Buyers’ internal compliance requirements only and such Shares shall neither be deemed delivered to, nor and owned by, such Buyers unless and until the occurrence of the Closing in accordance with Section 1(a)(iii). At the Closing, such Shares shall be deemed delivered against delivery by each such Buyer of the Buyer’s Purchase Price therefor. (ii) At the Closing, each Buyer shall deliver to JPMorgan Chase Bank, N.A. (the “Paying Agent”) such Buyer’s Purchase Price paid by such Buyer by wire transfer of immediately available U.S. funds to a bank account designated in writing by the Company at least two (2) business days prior to the Closing Date, which funds will be allocated and delivered to the Company and the Sellers in consideration of the Preference Shares being purchased by each such Buyer. The Company and each Seller hereby acknowledge that upon the completion of such wire transfers, no Buyer shall have any further liability with respect to such payment or the delivery thereof to the Company and the Sellers. (iii) The Company shall deliver evidence to the Buyers that the Amended and Restated Memorandum and Articles of Association of the Company, in the form attached as Exhibit B hereto (the “Company’s Memorandum and Articles of Association”), has been filed with the Secretary Registrar of State Corporate Affairs of the State of Delaware British Virgin Islands and has become effective on or before prior to the Initial Closing.

Closing Mechanics. (a) On each Closing Date, against receipt from the Purchaser Parent or one of its direct or indirect wholly-owned Subsidiaries of the full Preferred Share Issue Price in respect of each the Preferred Share Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b) (which shall be paid to the Company account described in Section 5.5, and in the manner described in Section 5.5), the Company shall issue to the Purchaser Parent (or its applicable direct or indirect wholly-owned Subsidiary) the amount of the Preferred Shares to be purchased on such Closing Date pursuant to the applicable of Section 2.1(a) and Section 2.1(b), registered in the name of the PurchaserParent (or its applicable direct or indirect wholly-owned Subsidiary), free from all liensEncumbrances (except for such Encumbrances as may be provided under the Securities Act or any transfer restrictions set forth in the Organizational Documents of the Company). (b) The closing for each subscription for purchase of Preferred Shares pursuant to Section 2.1 2.1(b) (each, a “Closing”) shall be held at the offices of Xxxxxxxx & Xxxxxxxx Xxxxx LLP, located at 000 Xxxxx XxxxxxXxxxxxxxx Xx, Xxx XxxxX.X., Xxx Xxxx Xxxxxxxxxx, X.X. 00000 (or at such other place as may be agreed by the Parties), on the applicable Closing Date for such subscriptionDate. If any Closing would otherwise occur pursuant to Section 2.1 2.1(b) on a day that is not a Business Day, such Closing, and the related Closing Date, shall be postponed until the first Business Day following such non-Business Day. (c) All proceedings to be taken and all documents to be executed and delivered by all Parties any Party at a Closing shall be deemed to have been taken and executed and delivered simultaneously at such Closing, and no proceedings shall be deemed taken nor any documents executed or delivered at such Closing until all have been taken, executed and delivered. (d) The Company shall file the Certificate of Designation with the Secretary of State of the State of Delaware on or before the Initial Closing.