Share Exchange Closing. (a) In accordance with the terms and subject to the conditions of this Agreement, the closing of the Share Exchange (the “Share Exchange Closing”) shall take place as soon as practicable following the time at which the conditions set forth in Section 11.1, Section 11.3, Section 11.4 and Section 11.5 shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Share Exchange Closing, but subject to the satisfaction or waiver thereof) and simultaneously or immediately after the Merger Closing or such other time and place as Acquiror, PubCo and the Company may mutually agree in writing. The date on which the Share Exchange Closing actually occurs is referred to in this Agreement as the “Share Exchange Closing Date”.
(b) At the Share Exchange Closing, PubCo shall issue to each Seller such number of PubCo Ordinary Shares as set forth opposite such Seller’s name in the Allocation Schedule in exchange for their Company Ordinary Shares in accordance with the Allocation Schedule. No fraction of a PubCo Ordinary Share will be issued by PubCo by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a PubCo Ordinary Share (after aggregating all fractional PubCo Ordinary Shares that would otherwise be received by such Person) shall instead have the number of PubCo Ordinary Shares issued to such Person rounded up in the aggregate to the nearest whole PubCo Ordinary Share.
(c) At the Share Exchange Closing, each Seller will deliver to New SubCo the duly executed share transfer form in respect of its Company Ordinary Shares, and the certificate(s) representing Company Ordinary Shares (the “Company Share Certificates”) held by such Seller. In the event that any Company Share Certificate shall have been lost, stolen or destroyed, in lieu of delivery of a Company Share Certificate to New SubCo, such Seller may instead deliver to New SubCo a statutory declaration of lost certificate and indemnity of loss in form and substance reasonably acceptable to Acquiror and the Company.
Share Exchange Closing. (a) The Shares and the Exchange Shares will be issued on the books and records of the respective parties’ transfer agents in book-entry form. MCOA will deliver a confirmation from its transfer agent evidencing the issuance of the Shares registered in the name of CBGL, and CBGL will deliver a confirmation from its transfer agent evidencing the issuance of the Exchange Shares and registered in the name of MCOA. MCOA and CBGL may designate their wholly owned subsidiary as holder of the Shares and the Exchange Shares. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., Pacific time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by CBGL pursuant to Section 8.2, will be delivered at the Share Exchange Closing.
Share Exchange Closing. (a) The closing of the Share Exchange (the “Share Exchange Closing”) shall take place after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article 7 (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions at such time) and immediately prior to the Closing at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another time, date or place is agreed to in writing by the parties hereto (such date upon which the Share Exchange Closing occurs, the “Share Exchange Closing Date”).
(b) At the Share Exchange Closing, each Stockholder shall cause the book entry transfer of such Stockholder’s Subject Shares to an account designated by Parent and (ii) Parent shall allot and issue to the Stockholders their respective number of Exchange Shares, which shall be subject to the Lock-Up Agreements.
Share Exchange Closing. (a) Hims will deliver to the CEO evidence of the issuance of the Shares registered in the name of the CEO Trust, and the CEO or the CEO Trust will deliver to Hims the certificates representing the Old Shares to the extent such Old Shares are certificated. Subject to the satisfaction of the conditions set forth in Article V, such deliveries shall occur on the Closing Date (the “Share Exchange Closing”). For the avoidance of doubt, the Share Exchange Closing shall occur immediately following the adoption of the A&R Company Dual Class Charter and immediately prior to the Effective Time on the Closing Date.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article I shall be delivered by electronic transfer of documents (including any stock certificates to the extent such Old Shares are certificated) and signature pages to avoid the necessity of a physical Share Exchange Closing.
Share Exchange Closing. (a) The Company will deliver a certificate representing the Shares and registered in the name of Parent, and Parent will deliver a certificate representing the Exchange Shares and registered in the name of the Company. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., New York City time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by Parent pursuant to Section 8.2, will be delivered at the Share Exchange Closing at the offices of Parent at 400 Xxxxxxxxxx Xxxxxx, San Francisco, California 94104. ARTICLE III
Share Exchange Closing. (a) The Company will deliver a certificate representing the Shares and registered in the name of Parent, and Parent will deliver a certificate representing the Exchange Shares and registered in the name of the Company. Subject to the satisfaction of the conditions set forth in Article VI, the time and date of such deliveries shall be 10:00 a.m., New York City time, on a date and at a place to be specified by the parties (the “Share Exchange Closing”), which date shall be no later than the day after satisfaction or waiver of the latest to occur of the conditions set forth in Article VI.
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by Parent pursuant to Article VI, will be delivered at the Share Exchange Closing at the offices of Parent at 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000.
Share Exchange Closing. Promptly following the determination of the Final Exchange Ratio on a date and a time to be specified by the Parties, the closing of the Exchange shall occur (the “Share Exchange Closing”). At the Share Exchange Closing, the Exchanging Holder will deliver to the Exchange Agent the certificates representing the Holdco Shares, together with a duly completed and validly executed Exercise Notice (as updated by the Exchanging Holder, to the extent necessary, to reflect the Final Exchange Ratio), the Parent Class B Common Stock and such other documents as may reasonably be required by the Exchange Agent, and, in exchange therefor, the Exchange Agent will deliver a certificate representing the Exchange Shares or establish a book-entry position for the Exchange Shares, in either case registered in the name of the Exchanging Holder. Any other documents to be delivered at the Share Exchange Closing by or on behalf of the Parties pursuant to this Agreement will be delivered at the Share Exchange Closing at the offices of counsel to Parent.
Share Exchange Closing. The closing of the Share Exchange (the “Share Exchange Closing”), at which Nuvation Bio will deliver to the Founder evidence of the issuance of the New Class B Shares registered in the name of the Founder and the Founder will deliver to Nuvation Bio evidence of his surrender to Nuvation Bio of the Founder Existing Shares, shall take place on such date as Nuvation Bio and the Founder may mutually select, provided that such date shall in any event be (i) following the filing and effectiveness of the New Certificate, (ii) after the satisfaction or waiver of the conditions set forth in Section 4 of this Agreement and (iii) prior to the closing of the Merger.
Share Exchange Closing. Section 1.01. Share Exchange 1 Section 1.02. Closing 2 Section 1.03. Interpretation 5 REPRESENTATIONS AND WARRANTIES Section 2.01. Disclosure 5 Section 2.02. Representations and Warranties of the Company 6 Section 2.03. Representations and Warranties of the Investor 13 COVENANTS Section 3.01. Reasonable Best Efforts 15 Section 3.02. Exchange Listing 17 Section 3.03. Issuance of Exchange Common Shares 17 Section 3.04. Publicity 17 Section 3.05. Depositary Shares 17 Section 3.06. Exchange Preferred Shares 18 Section 3.07. Expenses 18 Section 3.08. Withholding of Tax 18 Section 3.09. Certain Notifications Until Closing 18 ADDITIONAL AGREEMENTS Section 4.01. Purchase for Investment 19 Section 4.02. Standstill 19 Section 4.03. Equivalent Terms 20 Section 4.04. Preemptive Rights 20 Section 4.05. Reorganization Treatment 23 MISCELLANEOUS Section 5.01. Survival of Representations and Warranties 24 Section 5.02. Amendment 24 Section 5.03. Waiver of Conditions 24 Section 5.04. Governing Law: Submission to Jurisdiction, Etc 24 Section 5.05. Notices 25 Section 5.06. Definitions 26 Section 5.07. Assignment 27 Section 5.08. Entire Agreement, Etc 27 Section 5.09. Counterparts and Facsimile 27 Section 5.10. Termination 27 Section 5.11. Severability 27 Section 5.12. No Third Party Beneficiaries 28 Section 5.13. Time of Essence 28 Section 5.14. Specific Performance 28 ANNEX A: SECURITIES ANNEX B: TRANSACTION OUTLINE ANNEX C: FORM OF CERTIFICATE OF DESIGNATIONS FOR SERIES M INTERIM STOCK ANNEX D: FORM OF OPINION ANNEX E: FORM OF WARRANT ANNEX F: STOCKHOLDER PROPOSALS ANNEX G: ADDITIONAL STOCKHOLDER PROPOSALS Affiliate 5.06(b) Agreement Preamble Bankruptcy Exceptions 2.02(d) beneficial ownership 5.06(f) Board of Directors 2.02(e)(ii) Business Combination 5.07 Capitalization Date 2.02(b) Certificate of Designations 1.02(e)(iv) Charter 1.02(e)(iv) Closing 1.02(a) Closing Date 1.02(a) Code Recital Common Stock Recitals Company Preamble Company Disclosure Letter 5.06(c) Company 10-K 2.02(g) Company Material Adverse Effect 2.01(a) control 5.06(b) Controlled Affiliate 5.06(c) controlled by 5.06(b) Covered Securities 3.09
Share Exchange Closing. (a) The Company will deliver the Exchange Shares in uncertificated form registered in the name of Xx. XxXxxxx, and Xx. XxXxxxx shall no longer have the rights to the Vested Shares and the Vested Shares shall not be issued to Xx. XxXxxxx. The time and date of such deliveries shall be on a date and at a place to be specified by the Parties (the “Share Exchange Closing”).
(b) The documents to be delivered at the Share Exchange Closing by or on behalf of the parties hereto pursuant to this Article II and any additional documents requested by the Company pursuant to Section 6.1, will be delivered at the Share Exchange Closing.
