Common use of Closing Mechanics Clause in Contracts

Closing Mechanics. (i) One business day prior to the Closing, Jefferies & Company, Inc. (“Jefferies”), as closing agent (in such capacity, the “Closing Agent”), will contact the contact person for the Buyer set forth below the Buyer’s signature on the signature pages hereto to confirm that the Closing is to take place and the closing mechanics set forth herein. (ii) [reserved] (iii) In the event that the Buyer shall fail to deliver all or any portion of the Purchase Price on or before 12:00 p.m., New York City time, on the Closing Date as required by Section 1(c), the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Purchase Price of the Notes on behalf of the Buyer; provided, however, that the funding of the purchase of any Notes by the Closing Agent pursuant to this Section 1(c)(ii) shall not relieve the Buyer of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price of the Notes on behalf of the Buyer, if the Buyer has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent. (iv) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Buyer under the circumstances set forth in clause (ii) above, the Buyer shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Buyer at a Purchase Price for the Notes equal to 97% of the aggregate principal amount of the Notes, as set forth below the Buyer’s signature on the signature pages hereto, plus accrued interest from the Closing Date. (v) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 will be held in trust and not as property of the Closing Agent. On the Closing Date, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent (as defined below)) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions to an account specified by the Company, unless otherwise specified by the Company.

Closing Mechanics. A. On or prior to 9:00 a.m., New York City time, on the Closing Date, each Purchaser shall deliver or cause to be delivered to the Closing Agent its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereof under the heading “Aggregate Purchase Price (i) One business day Subscription Amount)” by wire transfer to the account specified by the Closing Agent on Schedule I. B. On the Closing Date, upon confirmation by the Closing Agent that the conditions set forth in Article 5, other than with respect to the Company’s issuance and delivery of Preferred Shares, have been satisfied or waived, the Closing Agent shall disburse the Aggregate Subscription Amount by wire transfer of immediately available funds to an account specified by the Company in accordance with the Company’s written wire instructions (which shall be provided to the Closing Agent by the Company at least one Business Day prior to the ClosingClosing Date). Funds received by the Closing Agent on behalf of the Company pursuant to this Article 2 will be held in trust and not as property of the Closing Agent. C. Immediately following the Company’s receipt of the Aggregate Subscription Amount pursuant to Section 2(c), Jefferies & the number of Preferred Shares purchased by each Purchaser (as specified on such Purchaser’s signature page hereof) will be issued by the Company and delivered by electronic book-entry through the facilities of DTC to the account specified by the Purchaser on the Purchaser Form and will be released by the Transfer Agent, at the written instruction of the Company, Inc. (“Jefferies”), as closing agent (in to such capacity, the “Closing Agent”), will contact the contact person for the Buyer set forth below the Buyer’s signature on the signature pages hereto to confirm that Purchaser at the Closing is to take place and the closing mechanics set forth hereinupon receipt of Purchaser’s DWAC deposit request. (ii) [reserved] (iii) D. In the event that the Buyer any Purchaser shall fail to deliver all or any portion of the Purchase Price Subscription Amount on or before 12:00 p.m.9:00 a.m., New York City time, on the Closing Date as required by Section 1(c2.1(c)(A), the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Purchase Price of the Notes Subscription Amount on behalf of the Buyersuch Purchaser; provided, however, that the funding of the purchase Subscription Amount of any Notes Purchaser by the Closing Agent pursuant to this Section 1(c)(ii2.1(c)(D) shall not relieve the Buyer such Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price of the Notes Subscription Amount on behalf of the Buyera Purchaser, if the Buyer Purchaser has not fulfilled its obligation to purchase the Notes Preferred Shares as set forth herein within two business days Business Days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes such Preferred Shares and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes Preferred Shares to or as directed by the Closing AgentAgent and Jefferies or any such transferee shall execute a counterpart of this Agreement and provide the other documents described in Section 2.3(a). (iv) E. In the event that the Closing Agent shall have funded the purchase of the Notes Preferred Shares on behalf of the Buyer a Purchaser under the circumstances set forth in clause (ii) aboveSection 2.1(c)(D), the Buyer Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes Preferred Shares to the Buyer Purchaser at a Purchase Price for the Notes per Preferred Share price equal to 97% of the aggregate principal amount of the Notes, as set forth below the Buyer’s signature on the signature pages hereto, plus accrued interest from the Closing DatePurchase Price. (v) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 will be held in trust and not as property of the Closing Agent. On the Closing Date, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent (as defined below)) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions to an account specified by the Company, unless otherwise specified by the Company.

Closing Mechanics. (i) One business day prior to At least two (2) Business Days before the Closinganticipated Closing Date, Jefferies ▇▇▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”)Co. Inc., as the Company’s closing agent (in such capacity, the “Closing Agent”), will contact shall deliver written notice to Subscriber (the contact person “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Purchase Price to the account specified by the Closing Agent. No later than one (1) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Closing Agent such information as is reasonably requested in the Closing Notice in order for the Buyer set forth below Company to issue the Buyer’s signature on the signature pages hereto Subscribed Notes to confirm that the Closing is to take place and the closing mechanics set forth hereinSubscriber. (ii) [reserved] (iii) In Subscriber shall deliver to the event that the Buyer shall fail to deliver all or any portion of the Purchase Price on or before 12:00 p.m., New York City time, Closing Agent on the Closing Date as required the Purchase Price in cash via wire transfer to the account specified in the Closing Notice against delivery (with such delivery to occur promptly following receipt of the Purchase Price) by Section 1(cthe Company to Subscriber of the Subscribed Notes in book-entry form pursuant to the DWAC procedures of the Depository Trust Company (“DTC”), which will act as securities depository for the Closing Agent shall be permitted Notes, free and clear of any liens or other restrictions (but shall not be obligatedother than those arising under the Transaction Documents, this Subscription Agreement or state or federal securities laws), in its sole discretion, to fund the Purchase Price name of the Notes on behalf custodian designated by Subscriber below (which custodian shall have properly posted such DWAC for release by the Trustee through the facilities of the Buyer; provided, however, that the funding DTC). The receipt of the purchase of any Notes funds by the Closing Agent pursuant from Subscriber shall be deemed to this Section 1(c)(ii) shall not relieve the Buyer of any liability that it may have be irrevocable instructions from Subscriber to the Company or the Closing Agent pursuant and the Company that the conditions to the Closing have been satisfied. For purposes of this Agreement Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or for the breach of its obligations under this Agreement. In any such case in a day on which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price Federal Reserve Bank of the Notes on behalf of the Buyer, if the Buyer has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing AgentNew York is closed. (iv) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Buyer under the circumstances set forth in clause (ii) above, the Buyer shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Buyer at a Purchase Price for the Notes equal to 97% of the aggregate principal amount of the Notes, as set forth below the Buyer’s signature on the signature pages hereto, plus accrued interest from the Closing Date. (v) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 will be held in trust and not as property of the Closing Agent. On the Closing Date, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent (as defined below)) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions to an account specified by the Company, unless otherwise specified by the Company.

Closing Mechanics. (i) One business day prior Prior to the Closing, Jefferies & Companythe Aggregate Purchase Price will be deposited in a segregated escrow account with the Escrow Agent pursuant to the instructions provided below in this Section 1.4. Subject to the terms and conditions of this Agreement (including, Inc. (“Jefferies”), as closing agent (in such capacitywithout limitation, the “Closing Agent”), will contact the contact person for the Buyer set forth below the BuyerCompany’s signature on the signature pages hereto to confirm that the Closing is to take place and the closing mechanics set forth herein. (ii) [reserved] (iii) In the event that the Buyer shall fail to deliver all or any portion of the Purchase Price on or before 12:00 p.m.Placement Agent’s option, New York City time, on the Closing Date as required by Section 1(c), the Closing Agent shall be permitted (but shall not be obligated), in each at its sole discretion, to fund refuse to accept Subscriptions from any Subscriber), the Purchase Subscriber hereby subscribes for and agrees to purchase from the Company such number of Units and the Company agrees to sell such number of Units to the Subscriber as is set forth upon the signature page hereof at the Unit Price (as defined on the signature page hereto). Pursuant to Section 1.2, the Closing Amount, is payable by wire transfer, certified bank check, personal or business check, or money order made payable to “US Bank Trust National Association Corporation Trust, (the “Escrow Agent”) F/B/O InSite Vision Incorporated.” Subscribers paying by check should direct such check to: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Paramount BioCapital, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. Subscribers paying by wire transfer should direct such wire transfer to: Each Subscriber must complete and return a duly executed, unaltered copy of this Agreement (including the Notes completed Confidential Subscriber Questionnaire included in Article VIII hereof) to the Placement Agent at the Placement Agent’s address indicated in the Memorandum on behalf of or before the Buyer; provided, however, that the funding of the purchase of any Notes date indicated to you by the Closing Placement Agent pursuant to this Section 1(c)(ii) shall not relieve be eligible to participate in the Buyer of Offering. The Company and the Placement Agent retain complete discretion to accept or reject any liability that it may have to Subscriptions unless and until the Company or the Closing Agent pursuant executes a counterpart to this Agreement or for the breach of its obligations under this Agreement. In any that includes such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price of the Notes on behalf of the Buyer, if the Buyer has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing AgentSubscriber’s signature. (iv) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Buyer under the circumstances set forth in clause (ii) above, the Buyer shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Buyer at a Purchase Price for the Notes equal to 97% of the aggregate principal amount of the Notes, as set forth below the Buyer’s signature on the signature pages hereto, plus accrued interest from the Closing Date. (v) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 will be held in trust and not as property of the Closing Agent. On the Closing Date, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent (as defined below)) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions to an account specified by the Company, unless otherwise specified by the Company.

Closing Mechanics. (i) One business day prior The First Closing and each Subsequent Closing are each referred to herein as a “Closing,” and the date applicable to any such Closing, Jefferies a “Closing Date.” Each Closing will take place by facsimile or PDF, at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Company▇▇▇▇▇▇, Inc. (“Jefferies”)P.C., or at such other place as closing agent (shall be designated by the Company and agreed to by Purchasers who have agreed to purchase a majority of the Shares to be issued hereunder at such Closing. At or before each Closing, the Company and the Purchasers in such capacityClosing (as designated on Exhibit A-1 hereto) will execute counterpart signature pages to this Agreement and the Amended Members Agreement, Amended Co-Sale Agreement and Amended Voting Agreement (each as defined in Section 4(a) below and together this Agreement, the “Closing AgentAgreements”), will contact the contact person for the Buyer set forth below the Buyer’s signature on the signature pages hereto to confirm that the Closing is to take place and the closing mechanics set forth herein. (ii) [reserved] (iii) In the event that the Buyer shall fail to deliver all or any portion of the Purchase Price on . At or before 12:00 p.m.each Closing, New York City time, on each Purchaser shall deliver to the Closing Date as required by Section 1(c), Company the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the aggregate Purchase Price of the Notes on behalf of the Buyer; providedShares to be purchased by such Purchaser in such Closing, however, that the funding of the purchase of any Notes by the Closing Agent pursuant to this Section 1(c)(ii) shall not relieve the Buyer of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price of the Notes on behalf of the Buyer, if the Buyer has not fulfilled its obligation to purchase the Notes as is set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent. (iv) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Buyer under the circumstances set forth opposite each Purchaser’s name in clause (ii) above, the Buyer Exhibit A-1 hereto. The payment shall be obligated to repay in the Closing Agent in exchange for the release form of the Notes to the Buyer at a Purchase Price for the Notes equal to 97% of the aggregate principal amount of the Notescashier’s check, as set forth below the Buyer’s signature on the signature pages hereto, plus accrued interest from the Closing Date. (v) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 will be held in trust and not as property of the Closing Agent. On the Closing Date, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent (as defined below)) by wire transfer of immediately available funds or cancellation of indebtedness. At each Closing, or as promptly thereafter as practicable, the Company will issue to each Purchaser a certificate representing the Shares being purchased by such Purchaser in accordance with such Closing, as set forth opposite such Purchaser’s name in Exhibit A-1 hereto, registered in the Company’s written wire instructions name of such Purchaser. Upon delivery by each new Purchaser, if any, in the Subsequent Closing of an executed counterpart signature page to an account specified this Agreement (and acceptance by the CompanyCompany of such signature page), unless otherwise specified such Purchaser shall become a Party (as defined below) to this Agreement as a Purchaser with no further amendment or action by any other Purchaser, and the CompanySchedule of Purchasers attached hereto as Exhibit A-1 will be updated accordingly.

Closing Mechanics. (ia) One business day prior to the Closing, Jefferies & Company, Inc. JMP Securities LLC (“JefferiesJMP”), ) as closing agent (in such capacity, the “Closing Agent”), ) will contact the contact person for the Buyer set forth below the Buyer’s signature on the signature pages hereto Purchaser to confirm that the Closing is to take place and the closing mechanics set forth herein. (iib) [reserved] (iii) On or before 9:00 a.m., New York City time, on the Closing Date, the Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder to the Escrow Agent as required by Section 1.2. In the event that the Buyer Purchaser shall fail to deliver all or any portion of the Purchase Price purchase price for the Notes being purchased on or before 12:00 p.m.9:00 a.m., New York City time, on the Closing Date as required by Section 1(c)1.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Purchase Price of purchase price for the Notes being purchased on behalf of the BuyerPurchaser; provided, however, that the funding of the purchase of any Notes by the Closing Agent pursuant to this Section 1(c)(ii1.3(b) shall not relieve the Buyer Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price of purchase price for the Notes being purchased on behalf of the BuyerPurchaser, if the Buyer Purchaser has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent. (ivc) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Buyer Purchaser under the circumstances set forth in clause (iib) above, the Buyer such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Buyer Purchaser at a Purchase Price purchase price for the Notes equal to 97100% of the aggregate principal amount of purchase price for the Notes, as set forth below the Buyer’s signature on the signature pages heretoNotes being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (vd) The receipt of funds by the Escrow Agent from the Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by the Closing Escrow Agent on behalf of the Company pursuant to this Section 1 (or funded by the Closing Agent in its sole discretion pursuant to Section 1.3(b)) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall cause the Escrow Agent to disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent (as defined below)placement agents to be paid by the Company) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions (which shall be provided to an the Escrow Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. (f) Upon receipt of the purchase price from the Purchasers, the Closing Agent will cause the delivery of such funds by the Escrow Agent to the Company, pursuant to written instructions from the Company (which shall be provided to the Escrow Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Notes purchased by the Purchaser (as specified on the signature page hereof) will be issued by the Company and delivered by electronic book-entry through the facilities of DTC to the account specified by the Purchaser on the Purchaser Questionnaire and will be released by the Trustee, at the written instruction of the Company, unless otherwise specified by to such Purchaser at the CompanyClosing and upon receipt of the Purchaser’s DWAC deposit request.

Closing Mechanics. (ia) One business day prior to the Closing, Jefferies ▇▇▇▇▇▇▇▇▇ & Company, Inc. (“Jefferies”)Inc., as closing agent (in such capacity, the “Closing Agent”), ) will contact the contact person for the Buyer set forth below the Buyer’s signature on the signature pages hereto Purchaser to confirm that the Closing is to take place and the closing mechanics set forth herein. (iib) [reserved] (iii) On or before 9:00 a.m., New York City time, on the Closing Date, the Purchaser will pay the full amount of the purchase price for the Notes being purchased hereunder to the Closing Agent as required by Section 3.2. In the event that the Buyer Purchaser shall fail to deliver all or any portion of its the Purchase Price purchase price for the Notes being purchased on or before 12:00 p.m.9:00 a.m., New York City time, on the Closing Date as required by Section 1(c)3.2, the Closing Agent shall be permitted (but shall not be obligated), in its sole discretion, to fund the Purchase Price of purchase price for the Notes being purchased on behalf of the BuyerPurchaser; provided, however, that the funding of the purchase of any Notes by the Closing Agent pursuant to this Section 1(c)(ii3.3(b) shall not relieve the Buyer Purchaser of any liability that it may have to the Company or the Closing Agent pursuant to this Agreement or for the breach of its obligations under this Agreement. In any such case in which the Closing Agent, in its sole discretion, has elected to fund the Purchase Price of purchase price for the Notes being purchased on behalf of the BuyerPurchaser, if the Buyer Purchaser has not fulfilled its obligation to purchase the Notes as set forth herein within two business days of the Closing Date, the Closing Agent shall thereafter be entitled to retain the certificates representing the Notes and, if so requested by the Closing Agent, the Company shall transfer registration of such Notes to or as directed by the Closing Agent. (ivc) In the event that the Closing Agent shall have funded the purchase of the Notes on behalf of the Buyer Purchaser under the circumstances set forth in clause (iib) above, the Buyer such Purchaser shall be obligated to repay the Closing Agent in exchange for the release of the Notes to the Buyer Purchaser at a Purchase Price purchase price for the Notes equal to 97100% of the aggregate principal amount of purchase price for the Notes, as set forth below the Buyer’s signature on the signature pages heretoNotes being purchased by such Purchaser, plus accrued interest from the Closing Date; provided, however, that if the Closing Agent has funded such purchase on behalf of the Purchaser, and the Purchaser subsequently makes payment to the Closing Agent before 9:00 a.m., New York City time, on the Closing Date, the Purchase Price shall equal the purchase price for such Notes plus an amount equal to the Closing Agent’s cost of intraday funds for such purchase. (vd) The receipt of funds by the Closing Agent from the Purchaser shall be deemed to be irrevocable instructions from such Purchaser to the Closing Agent that the conditions to the Closing have been satisfied. (e) Funds received by the Closing Agent on behalf of the Company pursuant to this Section 1 3 (or funded by the Closing Agent in its sole discretion pursuant to Section 3.3(c)) will be held in trust and not as property or in the title of the Closing Agent. On the Closing Date, or as soon as reasonably practicable thereafter, the Closing Agent shall disburse such funds (net of the agreed amount of fees and expenses of the Placement Agent (as defined below)placement agent) by wire transfer of immediately available funds in accordance with the Company’s written wire instructions (which shall be provided to an the Closing Agent at least one business day prior to the Closing Date), unless otherwise agreed to by the Company and the Closing Agent. (f) Upon receipt of the purchase price from the Purchasers, the Closing Agent will cause the delivery of such funds to the Company, pursuant to written instructions from the Company (which shall be provided to the Closing Agent at least one business day prior to the Closing Date). Immediately following the Company’s receipt of such funds, the Notes purchased by the Purchaser (as specified on the signature page hereof) will be issued by the Company and delivered by electronic book-entry through the facilities of DTC to the account specified by the Purchaser on the Purchaser Questionnaire and will be released by the Trustee, at the written instruction of the Company, unless otherwise specified by to such Purchaser at the CompanyClosing and upon receipt of the Purchaser’s DWAC deposit request.