Common use of Delivery of the Shares at Closing Clause in Contracts

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement Agent, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated by the Placement Agent. Such funds shall be held in escrow (without interest) until the Closing and delivered by the Placement Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreement) on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement Agent, of the conditions set forth in the foregoing paragraph. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex II.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement AgentAgents, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated by the Company and the Placement Agent pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”) dated as of the date hereof, by and among the Company, the Placement Agents and JPMorgan Chase Bank, N.A. (the “Escrow Agent”). Such funds shall be held in escrow (without interest) until the Closing and delivered by the Placement Escrow Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreement) on behalf of the Investors to the Company upon the satisfaction, in the sole judgment of the Placement AgentAgents, of the conditions set forth in the foregoing paragraph. The Company and the Placement Agents have agreed to indemnify and hold the Escrow Agent harmless from and against any and all losses, costs, damages, expenses and claims (including, without limitation, court costs and reasonable attorneys fees) (“Losses”) arising under the Escrow Agreement or otherwise with respect to the funds held in escrow pursuant hereto or arising under the Escrow Agreement, unless it is finally determined that such Losses resulted directly from the willful misconduct or gross negligence of the Escrow Agent. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Escrow Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex II.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement AgentAgents, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the (a) accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the ClosingClosing and (b) the payment by the Investor of the purchase price for the Units being purchased hereunder. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to At the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated the following account: Upon receipt of payment by, or on behalf of, the Investor, the Company shall (a) deliver the Shares purchased by the Placement Agent. Such funds shall be held in escrow (without interest) until the Closing and delivered by the Placement Agent (net of any commissions and expense reimbursements payable Investor to the Placement Agent pursuant Investor through DTC directly to the Placement Agency Agreementaccount(s) on behalf of the Investors applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Company upon Investors at the satisfaction, in the sole judgment of the Placement Agent, of the conditions address set forth in the foregoing paragraphon Annex II. At the Closing, payment shall be made by, or on behalf of, the Investor by release of the funds paid by the Placement Agent each Investor and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants to the Investors at the address set forth on Annex II.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement AgentAgents, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to At the Closing, (i) the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being purchased by the Investor to an account designated by the Placement Agent. Such funds shall be held in escrow Company (without interestthe “Purchase Price”) until the Closing and delivered by the Placement Agent (net of any commissions and expense reimbursements payable to the Placement Agent pursuant to the Placement Agency Agreementii) on behalf upon receipt of the Investors to the Company upon the satisfactionPurchase Price, in the sole judgment of the Placement Agent, of the conditions set forth in the foregoing paragraph. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Agent and the Company shall (a) deliver the Offered Shares purchased by the Investor to the Investor through DTC directly to the account(s) of the applicable DTC Holder as set forth on Annex II and (b) deliver the Warrants by mail or overnight carrier to the Investors at the address set forth on Annex II.

Delivery of the Shares at Closing. The completion of the purchase and sale of the Offered Securities (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and the Placement AgentAgents, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company’s obligation to issue and sell the Offered Securities at Closing to the Investor shall be subject to the accuracy of the representations and warranties made by the Investor and the fulfillment of those undertakings of the Investor to be fulfilled prior to the Closing. The Investor’s obligation to purchase the Offered Securities shall be subject to the condition that the Placement Agent Agents shall not have (a) terminated the Placement Agency Agreement pursuant to the terms thereof or (b) determined that the conditions to closing in the Placement Agency Agreement have not been satisfied. Prior to The manner of settlement of the Closing, the Investor shall remit by wire transfer the amount of funds equal to the aggregate purchase price for the Units being Offered Securities purchased by the Investor to an account designated by the Placement Agent. Such funds shall be held in escrow determined by such Investor as follows (without interestcheck one): [ ] A. [____] A. Delivery by crediting the account of the Investor’s prime broker (as specified by such Investor on Exhibit A annexed hereto) until with the Depository Trust Company (“DTC”) through its Deposit/Withdrawal At Custodian (“DWAC”) system, whereby Investor’s prime broker shall initiate a DWAC transaction on the Closing Date using its DTC participant identification number, and delivered released by American Stock Transfer & Trust Company, the Placement Agent Company’s transfer agent (net of any commissions and expense reimbursements payable the “Transfer Agent”), at the Company’s direction. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL: (I) DIRECT THE BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP A DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE SHARES, AND (II) REMIT BY WIRE TRANSFER THE AMOUNT OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE OFFERED SECURITIES BEING PURCHASED BY THE INVESTOR TO THE FOLLOWING ACCOUNT: [To be separately provided to the Placement Agent pursuant to Investor] —OR— [____] B. Delivery Versus Payment (“DVP”) through DTC (i.e., on the Placement Agency Agreement) on behalf of the Investors to the Company upon the satisfactionClosing Date, in the sole judgment of the Placement Agent, of the conditions set forth in the foregoing paragraph. At the Closing, payment shall be made by, or on behalf of, the Investor by release of funds by the Placement Agent and the Company shall (a) deliver issue the Offered Shares purchased Securities registered in the Investor’s name and address as set forth below and released by the Investor to the Investor through DTC Transfer Agent directly to the account(s) at Rxxx Capital Partners, LLC (“Rxxx”) identified by the Investor; upon receipt of the applicable DTC Holder as set forth on Annex II and (b) such Offered Securities, Rxxx shall promptly electronically deliver the Warrants such Offered Securities to the Investors at Investor, and simultaneously therewith payment shall be made by Rxxx by wire transfer to the address set forth on Annex IICompany). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL: (III) NOTIFY RXXX OF THE ACCOUNT OR ACCOUNTS AT RXXX TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH INVESTOR, AND (IV) CONFIRM THAT THE ACCOUNT OR ACCOUNTS AT RXXX TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING PURCHASED BY THE INVESTOR.