Closing of Issue and Purchase Clause Samples

The 'Closing of Issue and Purchase' clause defines the procedures and conditions under which the final exchange of securities and payment occurs between the issuer and the purchaser. It typically specifies the date, location, and method for delivering the securities and transferring funds, and may outline any required documentation or actions to be completed before closing. This clause ensures that both parties clearly understand when and how the transaction will be finalized, thereby reducing the risk of misunderstandings or disputes regarding the completion of the deal.
Closing of Issue and Purchase. The issuance and allotment of the Purchased Shares by the Company to the Investors and the purchase of the Purchased Shares by the Investor and the registration of the Purchased Shares in the name of the Investors in the shareholders register of the Company (the “Closing”) shall take place at a date as shall be designated by the Company, but not later than 21 days as of the date hereof (the “Closing Date”). On or before the Closing Date, the Investor shall transfer its respective part of the Investment Amount (as set forth next to such Investor’s name in Exhibit A, to a bank account designated in writing by the Company. Payment shall be made in US$ only, and the Investor shall bear all wiring costs.
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Closing of Issue and Purchase. 2.1 The closing (the "Closing") of the purchase and sale of the Issued Shares and Warrants (collectively, the "Issued Securities") shall take place at the offices of ▇▇▇▇▇▇▇▇ Barnea, legal counsel to the Company, at ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, as soon as possible, but in any event no later than, January 17th 2002, at___, or at such other time and place as shall be mutually agreed upon between the Company and the Investor. 2.2 At the Closing, the following transactions shall occur simultaneously (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),: 2.2.1 The Company shall deliver to the Investor, the following documents, any one or more of which may be waived in whole or in part by the Investor, which waiver shall be in writing and at the sole discretion of the Investor: (a) True and correct copies confirmed by the Company's secretary of resolutions of the Company duly adopted by the Board of Directors issuing and allotting the Issued Securities to the Investor, conditional upon payment of the Consideration, and a duly completed notice of issuance of the Issued Shares to the Israeli Registrar of Companies in the form and substance acceptable for immediate filing with the Israeli Registrar of Companies. (b) The Company's irrevocable letter of instructions to the Company's transfer agent to issue as soon as is reasonably practicable to the Investor, share certificates reflecting the Issued Shares purchased hereby, together with any and all other documents required for the issuance of such certificates by the transfer agent. (c) The original Warrant duly executed by the Company. (d) A letter from the Company's legal counsel in the form attached hereto as Schedule 5.1.7. (e) A letter from the Company's US legal counsel in the form attached hereto as Schedule 5.1.7. 2.2.2 The Investor shall pay the Company its proportional share of the Consideration (as set forth in Schedule 1.1). Payments shall be made, as determined by the Investor, in U.S. dollars or in New Israeli Shekels at the representative rate of exchange for the U.S. dollar last published by the Bank of Israel prior to the date of actual payment, by way of a bank transfer to the Company's following bank account: Bank Hapoalim Branch ▇▇. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ 2.2.3 The Company and the Investor shall execute and deliver the Registration Rights Agreement, a copy of which is attache...
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Closing of Issue and Purchase 
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Related to Closing of Issue and Purchase

  • CLOSING OF IPO 38 8.10 Secretary's Certificate.........................................38 8.11 Employment Agreements...........................................38 8.12

  • Closing of Purchase (a) Upon any purchase by the Company of the Shares pursuant to the Agreement, the Company shall give to Holder and you a written notice specifying the purchase price for the Shares, as determined pursuant to the Agreement, and the time for a closing hereunder (the “Closing”) at the principal office of the Company. Holder and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice. (b) At the Closing, you are directed (i) to date the stock assignment form or forms necessary for the transfer of the Shares, (ii) to fill in on such form or forms the number of Shares being transferred, and (iii) to deliver same, together with the certificate or certificates evidencing the Shares to be transferred, to the Company against the simultaneous delivery to you of the purchase price for the Shares being purchased pursuant to the Agreement.

  • Redemption and Purchase (a) Redemption at maturity

  • TERMS OF ISSUE (1) The Agent shall cause all Temporary Global Notes, Permanent Global Notes and Definitive Bearer Notes delivered to and held by it under this Agreement to be maintained in safe custody and shall ensure that such Notes are issued only in accordance with the provisions of this Agreement and the relevant Global Note and Conditions. (2) Subject to the procedures set out in the Procedures Memorandum, for the purposes of Subclause 7(1) the Agent is entitled to treat a telephone or facsimile communication from a person purporting to be (and who the Agent, after making reasonable investigation, believes in good faith to be) the authorised representative of the relevant Issuer named in the list referred to in, or notified pursuant to, Subclause 19(7) as sufficient instructions and authority of the relevant Issuer for the Agent to act in accordance with Subclause 7(1). (3) In the event that a person who has signed on behalf of any Issuer a master Temporary Global Note, a master Permanent Global Note or Definitive Bearer Notes not yet issued but held by the Agent in accordance with Subclause 7(1) ceases to be authorised as described in Subclause 19(7), the Agent shall (unless the relevant Issuer gives notice to the Agent that Notes signed by that person do not constitute valid and binding obligations of the relevant Issuer or otherwise until replacements have been provided to the Agent) continue to have authority to issue any such Notes, and the relevant Issuer hereby warrants to the Agent that such Notes shall, unless notified as aforesaid, be valid and binding obligations of the relevant Issuer. Promptly upon such person ceasing to be authorised, the relevant Issuer shall provide the Agent with replacement master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes and the Agent shall cancel and destroy the master Temporary Global Notes, master Permanent Global Notes and (if applicable) Definitive Bearer Notes held by it which are signed by such person and shall provide to the relevant Issuer a confirmation of destruction in respect thereof specifying the Notes so cancelled and destroyed. (4) Unless otherwise agreed in writing between the relevant Issuer and the Agent, each Note credited to the Agent’s distribution account with Euroclear and Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) following the delivery of a Temporary Global Note or Permanent Global Note, as the case may be, to a common depositary or, as the case may be, a common safekeeper pursuant to Subclause 3(1)(c), 3(1)(d), 4(1)(c) or 4(1)(d), respectively, shall be held to the order of the relevant Issuer. The Agent shall procure that the nominal amount of Notes which the relevant Purchaser has agreed to purchase is: (a) debited from the Agent’s distribution account; and (b) credited to the securities account of such Purchaser with Euroclear, Clearstream, Luxembourg or, in the case of Notes in CGN form, such other clearing agency (as specified in the Letter from Lead Manager/Dealer as provided for in Annex C to the Procedures Memorandum set forth in Appendix D hereto), in each case only upon receipt by the Agent on behalf of the relevant Issuer of the purchase price due from the relevant Purchaser in respect of such Notes. (5) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if on the relevant Issue Date a Purchaser does not pay the full purchase price due from it in respect of any Note (the Defaulted Note) and, as a result, the Defaulted Note remains in the Agent’s distribution account with Euroclear and/or Clearstream, Luxembourg (or, in the case of Notes in CGN form, such other applicable clearing agency) after such Issue Date, the Agent will continue to hold the Defaulted Note to the order of the relevant Issuer. The Agent shall notify the relevant Issuer forthwith of the failure of the Purchaser to pay the full purchase price due from it in respect of any Defaulted Note and, subsequently, shall notify the relevant Issuer forthwith upon receipt from the Purchaser of the full purchase price in respect of such Defaulted Note. (6) Unless otherwise agreed in writing between the relevant Issuer and the Agent, if the Agent pays an amount (the Advance) to the relevant Issuer on the basis that a payment (the Payment) will be received from a Purchaser and if the Payment is not received by the Agent on the date the Agent pays the relevant Issuer, the Agent shall notify the relevant Issuer by facsimile that the Payment has not been received and the relevant Issuer shall repay to the Agent the Advance and shall pay interest on the Advance (or the unreimbursed portion thereof) from (and including) the date such Advance is made to (but excluding) the earlier of repayment of the Advance and receipt by the Agent of the Payment (at a rate quoted at that time by the Agent as its cost of funding the Advance provided that evidence of the basis of such rate is given to the relevant Issuer). (7) In the event of an issue of Notes that are listed on a Stock Exchange, the Agent will promptly, and in any event prior to the Issue Date in respect of such issue, send the applicable Final Terms to the relevant Stock Exchange. (8) Execution in facsimile of any Notes and any photostatic copying or other duplication of the master Temporary Global Note or the master Permanent Global Note (in unauthenticated form, but executed manually on behalf of the relevant Issuer as stated above) shall be binding upon the relevant Issuer in the same manner as if such Notes were signed manually by such signatories.

  • Notice of Issuance Whenever Company desires the issuance of a Letter of Credit, it shall deliver to the proposed Issuing Lender and Administrative Agent a Notice of Request to Issue Letter of Credit in the form of Exhibit III annexed hereto no later than 12:00 Noon (New York City time) at least three Business Days or in each case such shorter period as may be agreed to by the proposed Issuing Lender in any particular instance, in advance of the proposed date of issuance. The Notice of Request to Issue Letter of Credit shall specify (a) the proposed date of issuance (which shall be a Business Day), (b) the face amount of the Letter of Credit, (c) the expiration date of the Letter of Credit, (d) the name and address of the beneficiary, and (e) either the verbatim text of the proposed Letter of Credit or the proposed terms and conditions thereof, including a precise description of any documents to be presented by the beneficiary which, if presented by the beneficiary prior to the expiration date of the Letter of Credit, would require the Issuing Lender to make payment under the Letter of Credit; provided that the Issuing Lender, in its reasonable discretion, may require changes in the text of the proposed Letter of Credit or any such documents. Company shall notify the applicable Issuing Lender (and Administrative Agent, if Administrative Agent is not such Issuing Lender) prior to the issuance of any Letter of Credit in the event that any of the matters to which Company is required to certify in the applicable Notice of Request to Issue Letter of Credit is no longer true and correct as of the proposed date of issuance of such Letter of Credit, and upon the issuance of any Letter of Credit Company shall be deemed to have re-certified, as of the date of such issuance, as to the matters to which Company is required to certify in the applicable Notice of Request to Issue Letter of Credit. The existing Letters of Credit identified on Schedule 3.1B(i) shall be deemed issued under and pursuant to this subsection 3.1B(i) and shall be treated as Letters of Credit for all purposes under this Agreement.