CLOSING/OPTION CLOSING Clause Samples

CLOSING/OPTION CLOSING. 4.1 Subject to the satisfaction (or waiver as the case may be) of, in the case of Subscription of the Firm Shares, all the Conditions or, the case of subscription of the Option Shares, the conditions set out in clause 3.1.6, the Closing and the Option Closing (if any) shall take place at the offices of the Investor in Hong Kong on the Closing Date and the Option Closing Date (if any) at 10:00 a.m. (Hong Kong time) or at such other place and time as the Issuer and the Investor shall agree. On or before execution of this Agreement, the Issuer shall procure that a meeting or meetings of the Board is or are duly convened and held in accordance with the Articles and By-laws at which: (a) this Agreement and the transactions contemplated hereunder and thereunder; (b) the execution of this Agreement and all documents necessary to give effect to the transactions contemplated under this Agreement; (c) the performance by the Issuer of its other obligations under this Agreement; and (d) on or before the Closing Date, the allotment and issue of the Subscription Shares and the entry of the name of the Investor into the register of shareholders of the Issuer as holder of the Subscription Shares in accordance with this Agreement are approved and/or ratified (the Board Approvals, each, a Board Approval). 4.2 At or before the Closing, the Issuer shall: 4.2.1 deliver to the Investor a certified true copy or extract of the relevant minutes documenting each of the necessary approvals, including the Board Approvals and necessary shareholders approvals, if any; 4.2.2 duly allot and issue the Firm Shares in accordance with this Agreement and deliver to the Investor definitive share certificate(s) representing the number of Firm Shares the Investor has subscribed for under clause 3; 4.2.3 deliver to the Investor a certificate signed by a duly authorised officer certifying that the Conditions under clauses 2.1.4 and 2.1.9 have been satisfied; 4.2.4 deliver to the Investor a legal opinion of K&L Gates and/or other law firms addressed to the Investor in respect of the entry into this Agreement by the Issuer, Powin Corp, the performance of their obligations thereunder and the due allotment and issue of the Firm Shares, in form and substance satisfactory to the Investor and dated as at the Closing Date; 4.2.5 deliver to the Investor a waiver or confirmation duly executed by Powin Corp confirming that, immediately after the repayment of the shareholder's loan contemplated under clause3....