Common use of PIPE Closing Clause in Contracts

PIPE Closing. The closing of the Subscription contemplated hereby (the “PIPE Closing”) is contingent upon the substantially concurrent consummation of the Transactions, as provided for by the Transaction Agreement. The PIPE Closing shall occur on the date of but immediately prior to the SPAC Merger. Upon written notice from (or on behalf of) the PubCo to Subscriber (the “Closing Notice”) that the PubCo reasonably expects all conditions to the Transaction Closing to be satisfied on a date that is not less than five (5) business days from the date of the Closing Notice, Subscriber shall deliver to the PubCo, at least two (2) business day prior to the scheduled closing date specified in the Closing Notice (the “Scheduled Closing Date”), to be held in escrow until the PIPE Closing, the Purchase Price for the Securities by wire transfer of United States dollars in immediately available funds to the account specified by the PubCo in the Closing Notice, which at the PIPE Closing will be released to the PubCo against delivery by the PubCo promptly after the Transaction Closing to Subscriber of the Securities in book-entry form (or in certificated form if indicated by Subscriber on Subscriber’s signature page hereto), free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or applicable securities laws). Not later than one (1) business day after the Transaction Closing, the PubCo shall deliver to Subscriber the Securities in book entry form, in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event that the consummation of the SPAC Merger does not occur within three (3) business days after the Scheduled Closing Date specified in the Closing Notice (as may be supplemented), or the PIPE Closing does not occur within three (3) business days of the Scheduled Closing Date for any other reason, the PubCo shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to Subscriber by wire transfer of U.S. dollars in immediately available funds to the account specified by the Subscriber, and any book-entries for the Securities shall be deemed repurchased and cancelled. Unless this Subscription Agreement is terminated pursuant to Section 5 below, the failure of the Transaction Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve any party of any of its obligations hereunder. For purposes of this Subscription Agreement, “business day” means any day that, in New York, New York, is neither a legal holiday nor a day on which commercial banking institutions are generally authorized or required by law or regulation to close (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercial banking institutions in New York, New York are generally open for use by customers on such day).