Closing; Delivery Sample Clauses

The 'Closing; Delivery' clause defines the procedures and requirements for finalizing a transaction and transferring ownership or possession of the subject matter, such as goods, property, or shares. It typically specifies the date, location, and conditions under which the closing will occur, as well as the documents and payments that must be exchanged between the parties. This clause ensures that both parties understand their obligations at the conclusion of the deal, thereby facilitating a smooth transfer and reducing the risk of disputes regarding the completion of the transaction.

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Closing; Delivery. The initial purchase and sale of the shares of Series Seed Preferred Stock hereunder shall take place remotely via the exchange of documents and signatures on the Agreement Date or the subsequent date on which one or more Purchasers execute counterpart signature pages to this Agreement and deliver the Purchase Price to the Company (which date is referred to herein as the “Initial Closing”). At any time and from time to time during the ninety (90) day period immediately following the Initial Closing (the “Additional Closing Period”), the Company may, at one or more additional closings (each an “Additional Closing” and together with the Initial Closing, each, a “Closing”), without obtaining the signature, consent or permission of any of the Purchasers in the Initial Closing or any prior Additional Closing, offer and sell to other investors (the “New Purchasers”), at a per share purchase price equal to the Purchase Price, up to that number of shares of Series Seed Preferred Stock that is equal to that number of shares of Series Seed Preferred Stock equal to the quotient of (x) Total Series Seed Investment Amount divided by (y) the Purchase Price, rounded up to the next whole share (the “Total Shares Authorized for Sale”) less the number of shares of Series Seed Preferred Stock actually issued and sold by the Company at the Initial Closing and any prior Additional Closings. New Purchasers may include persons or entities who are already Purchasers under this Agreement. The Company and each of the New Purchasers purchasing shares of Series Seed Preferred Stock at each Additional Closing will execute counterpart signature pages to this Agreement and each New Purchaser will, upon delivery by such New Purchaser and acceptance by the Company of such New Purchaser’s signature page and delivery of the Purchase Price by such New Purchaser to the Company, become a party to, and bound by, this Agreement to the same extent as if such New Purchaser had been a Purchaser at the Initial Closing and each such New Purchaser shall be deemed to be a Purchaser for all purposes under this Agreement as of the date of the applicable Additional Closing. Promptly following each Closing, if required by the Company’s governing documents, the Company shall deliver to each Purchaser participating in such Closing a certificate representing the shares of Series Seed Preferred Stock being purchased by such Purchaser at such Closing against payment of the Purchase Price therefor by check payab...

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Closing; Delivery. (a) The purchase and sale of the Series C-1 Preferred Stock by the Investors and the issuance of the Series C-2 Warrants shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, San Francisco, California 94105 at 10:00 a.m., on the date of this Agreement, or such other date, time or place as the Company and the Investors mutually agree upon, orally or in writing following satisfaction of the conditions in Section 4 (which time and place are designated as the “Closing”), upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement; provided, however, that if the Closing does not occur on or before November 17, 2011, this Agreement shall terminate in its entirety, provided further that in the event this Agreement terminates, the Prior Agreement shall be reinstated in its entirety and shall be in full force and effect. (b) At the Closing, the Company will deliver to each Investor purchasing Series C-1 Preferred Stock a certificate registered in such Investor’s name representing the number of Series C-1 Preferred Stock that such Investor is purchasing against payment of the purchase price therefor, by (a) delivery of a bank cashier’s check payable to the Company, (b) wire transfer to the Company in accordance with the Company’s written instructions, (c) cancellation of indebtedness owed by the Company to the Investor, or (d) any combination of the foregoing or any other consideration agreed upon by the Company. In the event that payment by an Investor is made, in whole or in part, by cancellation of indebtedness, then such Investor shall surrender to the Company for cancellation at the Closing any evidence of indebtedness or shall execute an instrument of cancellation in form and substance acceptable to the Company. The shares of Series C-1 Preferred Stock issued to the Investors pursuant to this Agreement shall be hereinafter referred to as the “Stock.” The Stock, the Series C-2 Warrants, the Warrant Stock, and the Common Stock issuable upon conversion of the Stock shall be hereinafter referred to as the “Securities.”

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a “Closing”) shall be held at such time and place as is mutually agreed upon between the parties, but in any event Geron shall make commercially reasonable efforts to accomplish the Closing no later than five (5) business days after the Effective Date hereof (the “Closing Date”). At the Closing, Geron shall deliver to Manufacturer one or more certificates representing all of the Shares, which Shares shall be issued in the name of Manufacturer or its designee and in such denominations as Manufacturer shall specify. 2.2 Geron’s obligations to issue and deliver the stock certificate(s) representing the Shares to Manufacturer at the Closing shall be subject to the following conditions, which may be waived by Geron: 2.2.1 the covenants and obligations that Manufacturer is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; and 2.2.2 the representations and warranties made by Manufacturer herein shall be true and correct in all material respects as of the Closing Date. 2.3 Manufacturer’s obligation to accept delivery of the stock certificate(s) representing the Shares at the Closing shall be subject to the following conditions, any one or more of which may be waived by Manufacturer: 2.3.1 the covenants and obligations that Geron is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; 2.3.2 Geron shall have available under its Certificate of Incorporation sufficient authorized shares of Common Stock to issue the Shares to Manufacturer; and 2.3.3 the representation and warranties made by Geron herein shall be true and correct in all material respects as of the Closing Date.

Closing; Delivery. (a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures at such other time and place as the Company and the Purchasers mutually agree upon (the “Closing”). The term “Closing” shall apply to each such closing unless otherwise specified.

Closing; Delivery. (a) Subject to the provisions of Section 1.2(b), the closing of the transactions contemplated hereby shall take place at 12:00 p.m., on July 11, 2012 or at such other time and place or at such additional times as the Company determines appropriate (each such time and place are designated as the “Closing” and the “Closing Date”). At the Closing, each Purchaser shall deliver by check, or by wire transfer of immediately available funds to the address or to the bank account designated in writing by the Company, the aggregate purchase price amount set forth opposite such Purchaser’s name on Exhibit A, and, upon receipt of such funds, the Company shall issue to such Purchaser, and record in the register of members of the Company such Purchaser’s ownership of, that number of Shares set forth opposite such Purchaser’s name on Exhibit A. (b) Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the proceeds to the Company resulting from the issuance of Shares pursuant to this Agreement will be less than USD$2,500,000, the Company may determine a later date on which the Closing shall take place, which such later date shall be the “Closing Date” for all purposes hereunder and under any other Transaction Document; provided, however, that if the Closing shall not have occurred within 60 days following the date specified in Section 1.2(a) above, this Agreement may be terminated by the Company upon the delivery of written notice to the Purchasers, or by any Purchaser (with respect to such Purchaser) by delivery of written notice to the Company. (c) The Company shall adopt and file with the Registrar of Companies in the Cayman Islands on or before the Closing Date the Amended and Restated Memorandum of Association (the “Restated Memorandum”) and the Amended and Restated Articles of Share Purchase Agreement 1 Confidential Association of the Company in the form of Exhibit B attached to this Agreement (the “Restated Articles”).

Closing; Delivery. (a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, on August 11, 2017, or at such other time and place as the Company and the Purchaser mutually agree upon, orally or in writing (which time and place are designated as the “Closing”). (b) At the Closing, the Company shall deliver to the Purchaser a certificate representing the Shares being purchased by Purchaser at the Closing against payment of the purchase price therefor by check payable to the Company or by wire transfer to a bank account designated by the Company.

Closing; Delivery. 1.2.1. The issuance and sale of the Purchased Shares, the purchase thereof by the Purchasers, and the registration of the Purchased Shares in the names of the Purchasers in the share register of the Company, shall take place remotely via the exchange of documents and signatures, within 3 business days of the execution of this Agreement by all parties hereto (the “Closing”), or at such other date, time and place as shall be mutually agreed upon by the Company and each of the Purchasers. 1.2.2. At the Closing, the following transactions shall occur, which transactions shall be deemed to take place simultaneously and no transaction shall be deemed to have been completed or any document delivered until all such transactions have been completed and all required documents delivered. 1.2.3. At Closing, the Company shall deliver to the Purchasers: (a) A copy of the register of shareholders of the Company (the “Shareholders Register”), certified by an executive officer of the Company and prepared in accordance with Section 130 of the Companies Law, 5759–1999, as amended (the “Companies Law”), in which the respective Purchased Shares issued at the Closing are registered in the name of each of the Purchasers, in the form attached hereto as Schedule 1.4.3(a) (b) True and correct copies of written resolutions, or minutes of a meeting of the Board and meeting of the Company’s shareholders, substantially in the forms attached hereto as Schedule 1.4.3(b), approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Shares against payment of the Purchase Price therefor; (b) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (c) waiving all preemption and participation rights with respect to this Agreement except for the participation rights of the Purchasers executing this Agreement; 1.2.4. At the Closing, each Purchaser shall cause the transfer in immediately available US Dollars to the Company of their respective portions of the Purchase Price, by wire transfer in accordance with the wire instructions or such other form of payment as is mutually agreed by the Company and each Purchaser.

Closing; Delivery. Subject to the terms and conditions of this Agreement, the issuance of the Units shall take place remotely via the exchange of documents and signatures on a day on which the principal trading market for the Company’s common stock is open for trading (a “Trading Day”) and on such day all conditions set forth in this Agreement have been satisfied (or waived as permitted herein) at such time as the Company and the Investors mutually agree upon, orally or in writing (which time and place are designated as the “Closing” and such date, the “Closing Date”). (a) On or prior to the Closing, the Company shall deliver to each Investor the following: (i) this Agreement duly executed by the Company; (ii) a copy of the irrevocable instructions (the “Transfer Agent Instructions”) to the transfer agent of the Company (the “Transfer Agent”) instructing the Transfer Agent to deliver evidence of the issuance of such Investor’s Shares as held in DRS book-entry form by the Transfer Agent and registered in the name of such Investor; (iii) if applicable, a Prefunded Warrant registered in the name of such Investor; (iv) the appropriate number of $3.50 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (v) the appropriate number of $4.00 Warrants based upon the amount of the Investor’s investment amount as set forth on the signature page hereto; (vi) wire instructions for a bank account designated by the Company. (b) On or prior to the Closing, each Investor shall deliver to the Company the following: (i) this Agreement duly executed by such Investor; and (ii) the Investor’s subscription amount for the Units by wire transfer to the bank account designated by the Company; and (iii) a duly executed, correct, complete and accurate IRS Form W-8 or W-9 (or any successor form), as applicable.

Closing; Delivery. (a) The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures, at 12:00 p.m., at such time and place as the Company and the Purchasers mutually agree upon, orally or in writing (which time and place are designated as the “Initial Closing”). In the event there is more than one closing, the term “Closing” shall apply to each such closing unless otherwise specified. (b) At each Closing, the Company shall deliver to each Purchaser a certificate representing the Shares being purchased by such Purchaser at such Closing against payment of the purchase price therefor by check payable to the Company, by wire transfer to a bank account designated by the Company, by cancellation or conversion of indebtedness of the Company to Purchaser, including interest, or by any combination of such methods.

Closing; Delivery. 2.1 The consummation of the transaction contemplated by this Agreement (a "Closing") shall be held at such time and place as is mutually agreed upon between the parties, but in any event no later than five (5) business days after the Effective Date of this Agreement (the "Closing Date"). At the Closing, Geron shall deliver to CBSW one or more certificates representing all of the Shares, which Shares shall be issued in the name of CBSW or its designee and in such denominations as CBSW shall specify. 2.2 Geron's obligations to issue and deliver the stock certificate(s) representing the Shares to CBSW at the Closing shall be subject to the following conditions, which may be waived by Geron: 2.2.1 the covenants and obligations that CBSW is required to perform or to comply with pursuant to this Agreement, at or prior to the Closing, must have been duly performed and complied with in all material respects; and 2.2.2 the representations and warranties made by CBSW herein shall be true and correct in all material respects as of the Closing Date.