Common use of Conditions and Closing Clause in Contracts

Conditions and Closing. 4.1 The date of the Closing (the “Closing Date”) will occur on such date or dates as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings. 4.2 The Closing will be conditional upon and subject to: (a) the Issuer obtaining all necessary approvals and consents for the Offering; (b) the Issuer receiving a completed copy of this Agreement, the applicable Questionnaires and the Subscription Amount; and (c) the issue and sale of the Shares being exempt from the requirement to file a prospectus and the requirement to deliver an offering memorandum under applicable securities laws relating to the sale of the Shares, or the Issuer having received such orders, consents or approvals as may be required to permit such sale without the requirement to file a prospectus or deliver an offering memorandum. 4.3 The Subscriber acknowledges that a certificate representing the Shares will be available for delivery to the Subscriber within five business days of the Closing Date.

Appears in 5 contracts

Samples: Private Placement Subscription Agreement, Private Placement Subscription Agreement, Private Placement Subscription Agreement (Bbooth, Inc.)

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