Common use of Delivery of Unlegended Shares Clause in Contracts

Delivery of Unlegended Shares. (i) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber and Subscriber’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (A) shall deliver the Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Shares, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Subscriber.

Appears in 6 contracts

Samples: Subscription Agreement (American Dg Energy Inc), Subscription Agreement (American Dg Energy Inc), Subscription Agreement (American Dg Energy Inc)

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Delivery of Unlegended Shares. (i) 1. Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber and Subscriber’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (A) shall deliver the Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Shares, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Subscriber.

Appears in 4 contracts

Samples: Common Stock Subscription Agreement (Aerkomm Inc.), Common Stock Subscription Agreement (Aerkomm Inc.), Common Stock Subscription Agreement (Aerkomm Inc.)

Delivery of Unlegended Shares. (i) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber Investor and Subscriber’s Investor's broker regarding compliance with the requirements of Rule 144, the Company at its expense, (A) shall deliver the Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Shares, if any, to the Subscriber Investor at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the SubscriberInvestor.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Tecogen Inc.), Common Stock Purchase Agreement (Tecogen Inc.), Common Stock Purchase Agreement (Tecogen Inc.)

Delivery of Unlegended Shares. (i) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act (“Rule 144”) and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber Holder and SubscriberHolder’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (A) shall deliver the Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Shares, if any, to the Subscriber Holder at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the SubscriberHolder.

Appears in 2 contracts

Samples: Assignment and Assumption Agreement (First Capital Real Estate Trust Inc), Assignment and Assumption Agreement (Photomedex Inc)

Delivery of Unlegended Shares. (i) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Conversion Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber and Subscriber’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (A) shall deliver the Conversion Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Conversion Shares, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Subscriber.

Appears in 2 contracts

Samples: Subscription Agreement (Microphase Corp), Subscription Agreement (Microphase Corp)

Delivery of Unlegended Shares. (i) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber and Subscriber’s 's broker regarding compliance with the requirements of Rule 144, the Company at its expense, (A) shall deliver the Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Shares, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Subscriber.

Appears in 2 contracts

Samples: Subscription Agreement (American Dg Energy Inc), Subscription Agreement (American Dg Energy Inc)

Delivery of Unlegended Shares. (ia) Within three (3) business days (such third business day, day being the “Unlegended Shares Securities Delivery Date”) after the business day on which the Company has received (i) a notice representation that Shares the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been sold either pursuant tosatisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (iiiv) in the case of sales under Rule 144, customary representation letters of the Subscriber and and, if required, Subscriber’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (Ay) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, directing the Shares so sold delivery of shares of Common Stock without any restrictive legends relating to including the Securities Act legend set forth in Section 4(h) above (the “Unlegended SharesSecurities”); and (Bz) shall cause the transmission of the certificates representing the Unlegended Shares Securities together with a legended certificate representing the balance of the unsold Sharessubmitted Common Stock certificate, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Securities Delivery Date. Transfer fees shall be the responsibility of the Subscriber.

Appears in 1 contract

Samples: Subscription Agreement (Car Charging Group, Inc.)

Delivery of Unlegended Shares. (i) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber and Subscriber’s 's broker regarding compliance with the requirements of Rule 144, the Company at its expense, (A) shall deliver the Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the applicable unsold Shares, if any, to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Subscriber.

Appears in 1 contract

Samples: Subscription Agreement (Eurosite Power Inc)

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Delivery of Unlegended Shares. (i) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Warrant Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber Holder and Subscriber’s Holder's broker regarding compliance with the requirements of Rule 144, the Company at its expense, (A) shall deliver the Warrant Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the applicable unsold Warrant Shares, if any, to the Subscriber Holder at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the SubscriberHolder.

Appears in 1 contract

Samples: Eurosite Power Inc

Delivery of Unlegended Shares. (ia) Within In connection with Registrable Securities that have been issued to the Subscriber with the legend set forth in Section 1(e) above, within three (3) business days (such third business day, the "Unlegended Shares Delivery Date") after the business day on which the Company has received a notice that (i) a notice that Shares such Registrable Securities have been sold either pursuant tosold, and in compliance with, the Registration Statement or Rule 144 under the Securities Act and (ii) in a representation that the case of sales under Rule 144prospectus delivery requirements, customary representation letters of if applicable, have been satisfied, and (iii) and the Subscriber and Subscriber’s broker regarding compliance with the requirements of Rule 144original Company Share certificate, the Company at its expense, (Ai) shall deliver deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Subscriber) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Company Shares so sold without issuable pursuant to any restrictive legends relating to the Securities Act effective and current registration statement described in Section 8 of this Agreement (the "Unlegended Shares"); and (Bii) shall cause the transmission of transmit the certificates representing the Unlegended Shares together Shares, with a legended certificate representing the balance of the unsold Shares, if any, Company Shares to the Subscriber at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the Subscriber.

Appears in 1 contract

Samples: Subscription Agreement (Family Room Entertainment Corp)

Delivery of Unlegended Shares. (i) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company Corporation has received (i) a notice that Subscription Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the US Securities Act (“Rule 144”) and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber a Purchaser and Subscribera Purchaser’s broker regarding compliance with the requirements of Rule 144, the Company Corporation at its expense, (A) shall deliver the Subscription Shares so sold without any restrictive legends relating to the US Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Subscription Shares, if any, to the Subscriber Purchaser at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the SubscriberPurchaser.

Appears in 1 contract

Samples: Subscription Agreement (Elys Game Technology, Corp.)

Delivery of Unlegended Shares. (iA) Within three business days (such business day, the “Unlegended Shares Delivery Date”) after the business day on which the Company OHGI has received (i) a notice that the Additional Compensation Shares have been sold either pursuant to, and in compliance with, the Registration Statement or Rule 144 under the Securities Act (“Rule 144”) and (ii) in the case of sales under Rule 144, customary representation letters of the Subscriber Shareholder and SubscriberShareholder’s broker regarding compliance with the requirements of Rule 144, the Company OHGI at its expense, (A) shall deliver the Additional Compensation Shares so sold without any restrictive legends relating to the Securities Act (the “Unlegended Shares”); and (B) shall cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the unsold Additional Compensation Shares, if any, to the Subscriber Shareholder at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date. Transfer fees shall be the responsibility of the SubscriberShareholder.

Appears in 1 contract

Samples: Exchange Agreement (One Horizon Group, Inc.)

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