The Closing Contract Clauses (280)

The Closing. (a) Payment of the purchase price for the Firm Shares shall be made to the Company by Federal Funds wire transfer against delivery of such Firm Shares to or as designated by the Representative through the facilities of DTC for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., Eastern Standard time, on February 12, 2021 (such date, the "Closing Date"). The time at which such payment and delivery are to be made is hereinafter sometimes called the "...Time of Purchase." Electronic transfer of the Firm Shares shall be made at the Time of Purchase in such names and in such denominations as the Representative shall specify. (b) Payment of the purchase price for the Option Shares shall be made at the Additional Time of Purchase in the same manner and at the same office and time of day as the payment for the Firm Shares. Electronic transfer of the Option Shares shall be made at the Additional Time of Purchase in such names and in such denominations as the Representative shall specify. (c) Delivery of the documents required to be delivered to the Underwriters pursuant to Sections 4 and 6 hereof shall be at 10:00 A.M., Eastern Standard time, on the Closing Date or the Additional Closing Date, as the case may be, at the offices of Duane Morris LLP, 1540 Broadway, New York, New York 10036. View More

The Closing. Subject to the conditions set forth below, the purchase and sale of the Note and Warrant shall take place at the offices of Greenberg Traurig, LLP, The MetLife Building, 200 Park Avenue, New York, New York 10166, on the date hereof (the "Closing" and the "Closing Date"). At the Closing, the Company shall deliver to the Investor: (i) this Agreement duly executed by the Company, (ii) the Note purchased hereby duly executed by the 1 Company and registered in the name of the Investor, and (iii) the ...Warrant purchased hereby duly executed by the Company and registered in the name of the Investor. At the Closing, the Investor shall deliver to the Company (x) this Agreement duly executed by the Investor and (y) the Purchase Price for the Note and Warrant. View More

The Closing. The time and date of closing and delivery of the documents required to be delivered to the Placement Agent pursuant to Sections 5 and 7 hereof shall be at 11:00 A.M., New York time, on [●], 2016 (the "Closing Date") at the office of Lowenstein Sandler LLP, 1251 Avenue of the Americas, New York, New York 10020.

The Closing. 2.1 Date and Time. Subject to all of the terms and conditions set forth in this Agreement being satisfied, the closing of the sale of Shares contemplated by this Agreement (the "Closing") shall take place at the Company's offices. The Purchaser shall deliver a check or wire transfer pursuant to the instructions to be provided by the Company, in the amount of the Purchase Price.

The Closing. The Closing shall be held on the Effective Date, and the date that a Closing occurs shall be referred to herein as the "Closing Date". 2.2 Delivery. At the Closing (i) each Purchaser shall deliver to the Company such Purchaser's signature page to this Agreement (if not previously delivered) and a check or wire transfer funds in the amount set forth opposite such Purchaser's name under the "Note Amount" column on the Schedule of Purchasers attached hereto; and (ii) the Company shall issue and del...iver to each Purchaser its signature page to this Agreement and a Note in favor of such Purchaser payable in the principal amount set forth opposite such Purchaser's name under the "Note Amount" column on the Schedule of Purchasers attached hereto. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to do so would not have a material adverse effect on the Company or its business. 3.2 Corporate Power. The Company will have at the Closing Date all requisite corporate power to execute and deliver this Agreement, to issue each Note and each Warrant, if applicable (collectively with this Agreement, the "Loan Documents") and to carry out and perform its obligations under the terms of this Agreement and under the terms of each Note and each Warrant. The Company's Board of Directors has approved the Loan Documents based upon a reasonable belief that the loans described herein are appropriate for the Company after reasonable inquiry concerning the Company's financing objectives and financial situation. 3.3 Authorization. All corporate action on the part of the Company, its directors and its stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company's obligations hereunder and thereunder, including the issuance and delivery of the Notes and the Warrants and the reservation of the equity securities issuable upon conversion of the Notes and exercise of the Warrants (collectively, the "Company Equity Securities") has been taken or will be taken prior to the issuance of such Company Equity Securities. This Agreement, the Notes and the Warrants, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company enforceable in accordance with their terms, subject to laws of general application 2 relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. The Company Equity Securities, when issued in compliance with the provisions of the Company's Certificate of Incorporation, this Agreement, the Notes and the Warrants, will be validly issued, fully paid and nonassessable and free of any liens or encumbrances and, subject to the accuracy of the representations and warranties of the Purchasers in Section 4, issued in compliance with all applicable federal and securities laws. 3.4 Governmental Consents. All consents, approvals, orders, or authorizations of, or registrations, qualifications, designations, declarations, or filings with, any governmental authority, required on the part of the Company in connection with the valid execution and delivery of this Agreement, the offer, sale or issuance of the Notes, the issuance of the Warrants, if applicable, and the Company Equity Securities issuable upon conversion of the Notes and exercise of the Warrants, or the consummation of any other transaction contemplated hereby shall have been obtained and will be effective at the Closing, except such as may be required under any state or federal securities laws. 3.5 Use of Proceeds. The Company shall use the proceeds of the Loan solely for the operations of its business, and not for any personal, family or household purpose. View More

The Closing. The closing (the "Closing") of the sale and purchase of the Shares under this Agreement shall take place at the offices of Saul Ewing LLP, 1919 Pennsylvania Avenue N.W., Suite 550, Washington, D.C. as soon as practicable after the Effective Date as mutually agreeable to the Company, the Purchaser and PositiveID, but in no event later than 1:00 p.m. on February 1, 2018. At the Closing, the Company shall deliver to the Purchaser a certificate registered to the Purchaser for the Shares, against pay...ment to the Company of the Purchase Price, by wire transfer or other method acceptable to the Company. The date of the Closing is hereinafter referred to as the "Closing Date." If at the Closing any of the conditions specified in Section 7 shall not have been fulfilled, the Purchaser shall, at its election, be relieved of all of its obligations under this Agreement without thereby waiving any other rights it may have by reason of such failure or such non-fulfillment. View More

The Closing. The time and date of closing and delivery of the documents required to be delivered to the Placement Agent pursuant to Sections 6 and 7 hereof shall be at 10:00 A.M., Eastern Daylight Time, on December 15, 2014, or at such time as the parties may mutually agree (the "Closing Date") at the office of Sanders Ortoli Vaughn-Flam Rosenstadt LLP, 501 Madison Avenue, New York NY 10022.

The Closing. The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Fulbright & Jaworski LLP, 1301 McKinney, Suite 5100, Houston, Texas 77010, at 9:00 a.m. central time on , 2013, or at such other time and place as the Company may designate by notice to the Purchaser.

The Closing. The time and date of closing and delivery of the documents required to be delivered to the Placement Agents pursuant to Sections 5 and 7 hereof shall be at 11:00 A.M., New York time, on April 4, 2014 (the "Closing Date") at the office of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154.

The Closing. The closing of the purchase and sale of the Notes (the "Closing") shall take place at the offices of the Company, at 10:00 a.m. on July 31, 2014, or at such other time and place as the Company may designate by notice to the undersigned.