Settlement Date, Delivery and Closing Sample Clauses
The "Settlement Date, Delivery and Closing" clause defines the specific timing and procedures for finalizing a transaction, including when payment is made and ownership or possession of the subject asset is transferred. In practice, this clause sets out the exact date on which the parties must fulfill their respective obligations, such as delivering documents, transferring funds, or handing over property. By clearly establishing these logistical details, the clause ensures a smooth and coordinated completion of the deal, minimizing confusion and reducing the risk of disputes over when and how the transaction is to be concluded.
Settlement Date, Delivery and Closing. 3.1 The closing of the Purchase contemplated hereby (the “Closing”) shall occur immediately prior to or concurrently with the consummation of the Merger (the date of such Closing, the “Closing Date”). At least five (5) Business Days prior to the date that the Issuer reasonably expects all conditions to the closing of the Merger to be satisfied, a written notice (the “Closing Notice”) shall be delivered from (or on behalf of) the Issuer to (a) each Seller, which shall include a schedule that sets forth (i) the number of Secondary Shares to be sold by each such Seller to each Purchaser (after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof) and (ii) the Secondary Purchase Price payable by each Purchaser in respect thereof, and (b) each Purchaser, which shall include (i) a schedule that sets forth the number of Secondary Shares to be purchased by each such Purchaser from each Seller and the Primary Shares to be purchased by such Purchaser (in each case, after giving effect to the Forward Stock Split and any pro rata adjustments in accordance with Section 1.2 hereof, as applicable), (ii) the aggregate purchase price payable in respect of the Shares to be acquired by such Purchaser (the “Purchase Price”), and (iii) wire instructions with respect to the Purchase Price to be paid by such Purchaser. At least two (2) Business Days prior to the anticipated Closing Date, each Purchaser shall deliver such Purchaser’s Purchase Price for the Shares, as set forth in the Closing Notice received by such Purchaser, by wire transfer of United States dollars in immediately available funds to the account(s) specified in the Closing Notice (the “Prepaid Funds”). The Prepaid Funds shall be held by a Paying Agent appointed by the Issuer for the benefit of, and on behalf of, the Sellers (the “Paying Agent”) whereupon (x) subject to any withholding required under any applicable law, each Seller (or any nominee of the Seller) shall receive from the Prepaid Funds an amount equal to the Secondary Purchase Price payable thereto as set forth in the Closing Notice delivered to each such Seller and (y) the Issuer shall receive the Prepaid Funds remaining after giving effect to the payments contemplated by clause (x) above, if any. Immediately following the Closing, upon satisfaction of the foregoing conditions with respect to payment set forth in this Section 2.3, the Shares shall be issued to each Purchaser and subsequently regi...
Settlement Date, Delivery and Closing. 3.1 The closing of the Subscription contemplated hereby (the “Closing”) shall occur on the date of (the “Closing Date”), and immediately prior to or concurrently with, the consummation of the Transactions. The Subscriber shall deliver the Purchase Price for the Shares within seven (7) calendar days after the date of this Subscription Agreement, by wire transfer of United States dollars in immediately available funds to the account specified by the PubCo, SPAC, and the Company, such funds to be in escrow until the Closing. On or prior to the Closing Date, PubCo shall issue the Shares to the Subscriber and cause the Shares to be registered in book entry form in the name of the Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by the Subscriber, as applicable, on PubCo’s share register (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to the Subscriber evidence of such issuance from PubCo’s transfer agent. .
Settlement Date, Delivery and Closing. 3.1 Subject to the satisfaction or waiver of the conditions set out in Section 3.2 and Section 3.3, the closing of the Subscription contemplated hereby shall occur by 28 day of December 2023 (“Closing”). On Closing, Subscriber shall deliver to the Issuer: (x) the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Issuer; (y) the Warrant Agreements duly executed by Subscriber; and (z) such information as is reasonably requested in order for the Issuer to issue the Shares or the Warrants (as the case may be) to Subscriber, including the legal name of the person in whose name the Shares or the Warrants (as the case may be) are to be issued. On Closing, the Issuer shall: (x) issue the Shares or the Warrants (as the case may be) to Subscriber and subsequently cause the Shares to be registered in book entry form by updating the register of members of the Issuer, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or as set forth herein or in any other agreement between the Issuer and the Subscriber), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable, on Issuer’s register of members (which book entry records shall contain an appropriate notation concerning transfer restrictions of the Shares, in accordance with applicable securities laws of the states of the United States and other applicable jurisdictions), and will provide to Subscriber evidence of such issuance from the Issuer’s transfer agent; and (y) the Warrant Agreements duly executed by the Issuer. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to close in the State of New York.