Common use of The Subsequent Closing Clause in Contracts

The Subsequent Closing. At each Closing (subject to the satisfaction of the closing conditions set forth in Sections 6 and 7 herein, as applicable, or respective waiver thereof by Lead Purchaser or the respective Subsequent Purchaser, at or prior to the Subsequent Closing), the Company shall issue and allot to each Subsequent Purchaser, and each Subsequent Purchaser shall purchase from the Company, its respective allocation of the Subsequent Purchased Shares. Each closing of the sale and purchase of the Subsequent Purchased Shares (each a “Subsequent Closing”) shall take place remotely via the exchange of documents and signatures, upon the date, time and place as the Company and each Subsequent Purchaser shall mutually agree (each such date is hereinafter referred to as the “Subsequent Closing Date”). It is clarified that Lead Purchaser shall participate as a Subsequent Purchaser, and contribute, in the last Subsequent Closing, an amount equal to all amounts invested by any other Subsequent Purchaser under all Subsequent Closings, provided that in no event shall SHC be required to provide, nor Company be required to accept from SHC, any amount exceeding an aggregate amount of US$[***] within the course of all Subsequent Closings (the “Investment Match Amount”). Notwithstanding the aforesaid, in the event that the Company consummates a Subsequent Closing with a Subsequent Purchaser within [***] days after the Subsequent Closing Period, then the Lead Purchaser shall be required to contribute the Investment Match Amount, provided that such Subsequent Purchaser has committed to the Company in writing its intention to purchase Subsequent Purchased Shares within the Subsequent Closing Period.

The Subsequent Closing. At (a) An additional subsequent closing of the transactions contemplated by this Agreement shall be consummated (the “Subsequent Closing” and the Initial Closing and the Subsequent Closing are each Closing sometimes individually referred to herein as a “Closing” and collectively as the “Closings”) at the offices of Amit, Pollak, Matalon & Co., at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Street, Building D, 6th Floor, Ramat Hachayal, Tel Aviv, or to be held remotely via the electronic exchange of documents and signatures within three (subject 3) Business Days following date on which all of the conditions precedent to the satisfaction Subsequent Closing set forth in Section 8.2 and Section 9.2 have been satisfied or waived, or such other place, time and date as the parties shall agree in writing; provided, however, that unless otherwise agreed by the parties, the Subsequent Closing shall not take place prior the OCS Transfer Amount Payment Deadline. The time and date on which the Subsequent Closing is actually held is referred to herein as the “Subsequent Closing Date” and the Initial Closing Date and the Subsequent Closing Date are each sometimes individually referred to herein as a “Closing Date” and collectively as the “Closing Dates.” All actions to occur at the Subsequent Closing shall occur and shall be deemed to take place simultaneously and no action shall be deemed to have been completed or any document delivered until all required actions have been completed and all required documents delivered. (b) Subject to fulfillment or waiver of the closing conditions set forth in Sections 6 Section 8.2, at the Subsequent Closing, Buyer shall deliver (or cause to be delivered) to Seller each of the following: (i) the certificate contemplated by Section 9.2(a), duly executed by an authorized officer of Buyer; and (ii) the Subsequent Closing Additional Agreements duly executed by Buyer. (c) Subject to fulfillment or waiver of the conditions set forth in Section 9.2, at the Subsequent Closing, Seller shall deliver (or cause to be delivered) to Buyer each of the following: (i) evidence satisfactory to Buyer of Seller’s payment of the OCS Transfer Amount to the OCS; (ii) certificates of title or origin (or like documents) or any certificate or document required by any Governmental Body with respect to any asset included in the Purchased Assets, which is required in order to transfer title; (iii) all notices, consents, waivers, releases and 7 hereinapprovals listed on Schedule 3.2(c)(iii) hereto, as applicableincluding evidence satisfactory to Buyer of the making of any notice filings required to be made with the FDA or other Governmental Body or Person; (iv) the certificate contemplated by Section 8.2(a), or respective waiver thereof duly executed by Lead Purchaser or an authorized officer of each of Seller Subsidiary (unless Seller Subsidiary has been dissolved) and Seller Parent; (v) good standing certificate for Seller Subsidiary from the respective Secretary of State of the State of Delaware (unless Seller Subsidiary has been dissolved) dated not more than five (5) days prior to the Subsequent PurchaserClosing Date; (vi) evidence of the discharge, removal and termination of all Encumbrances to which the Remaining Assets are subject (other than Permitted Encumbrances), which releases shall be effective at or prior to the Subsequent Closing); (vii) all Records relating to the Medical Device Business, which were not delivered at the Company shall issue and allot to each Subsequent Purchaser, and each Subsequent Purchaser shall purchase from the Company, its respective allocation of the Subsequent Purchased Shares. Each closing of the sale and purchase of the Subsequent Purchased Shares Initial Closing. (each a “Subsequent Closing”viii) shall take place remotely via the exchange of documents and signatures, upon the date, time and place as the Company and each Subsequent Purchaser shall mutually agree (each such date is hereinafter referred to as the “Subsequent Closing Date”). It is clarified that Lead Purchaser shall participate as a Subsequent Purchaser, and contribute, in the last Subsequent Closing, an amount equal to all amounts invested by any other Subsequent Purchaser under all Subsequent Closings, provided that in no event shall SHC be required to provide, nor Company be required to accept from SHC, any amount exceeding an aggregate amount of US$[***] within the course of all Subsequent Closings (the “Investment Match Amount”). Notwithstanding the aforesaid, in the event that the Company consummates a Subsequent Closing with a Subsequent Purchaser within [***] days after the Subsequent Closing PeriodAdditional Agreements duly executed by Seller; and (ix) such other bills of sale, then assignments and other instruments of transfer or conveyance as Buyer may reasonably request or as may be otherwise necessary to evidence and effect the Lead Purchaser shall be required sale, assignment, transfer, conveyance and delivery of the Remaining Assets to contribute the Investment Match Amount, provided that such Subsequent Purchaser has committed to the Company in writing its intention to purchase Subsequent Purchased Shares within the Subsequent Closing PeriodBuyer.