Deliveries of Securities. Upon payment of the purchase price for the Securities to be sold by such Selling Shareholder pursuant to this Underwriting Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee, and the crediting of such Securities on the books of DTC to the securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Sections 8-102 and 8-105 of the UCC, to such Securities), (A) DTC shall be a “protected purchaser,” within the meaning of Section 8-303 of the UCC, of such Securities and will acquire its interest in the Securities (including, without limitation, all rights that such Selling Shareholder had or has the power to transfer in such Securities) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Securities and (C) no action (whether framed in conversion, replevin, constructive trust, equitable lien or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.
Deliveries of Securities. The Custodian shall release and deliver domestic securities owned by each Portfolio held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account ("Direct Paper System Account") only upon receipt of Proper Instructions from the Fund with respect to the Portfolio, which may be standing instructions (other than in the case of Sections 2.2(4), 2.2(5), and 2.2(9)) when deemed appropriate by the Parties, and only in the following cases: (1) Upon sale of such securities for the account of the Portfolio and receipt of payment therefor; (2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; (3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.10 hereof; (4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio; (5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; (6) To the issuer thereof, or its agent, for transfer into the name of any nominee or nominees of the Custodian or into the name or nominee name of any sub-custodian appointed pursuant to Article 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units and in the same registered form (e.g., with respect to restrictions); provided that, in any such case, the new securities are to be delivered to the Custodian; (7) Upon the sale of such securities for the account of the Portfolio, to the broker or dealer or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodian's own negligence or willful misconduct; (8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuers of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, t...
Deliveries of Securities. The Custodian shall release and deliver domestic securities owned by the Fund held by the Custodian or in a Securities System account of the Custodian or in the Custodian's Direct Paper book entry system account ("Direct Paper System Account") only upon receipt of Proper Instructions from the Fund, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:
Deliveries of Securities. If the Custodian has received instructions that would result in the delivery of Securities exceeding credits to the Custody Account for that Security, the Custodian may reject the instructions or may decide which deliveries it will make (in whole or in part and in the order it selects).
Deliveries of Securities. Immediately prior to the Closing Time, such Selling Shareholder will be the beneficial or record holder of the Securities to be sold by such Selling Shareholder hereunder with full dispositive power thereover, and such Selling Shareholder holds, and will hold, such Securities free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Securities through the facilities of DTC, payment therefor pursuant hereto and the crediting of the Securities being purchased by the Underwriter to a securities account or securities accounts of the Underwriter maintained with DTC in accordance with Section 8-501 of the New York Uniform Commercial Code as in effect in the State of New York from time to time (the “UCC”), assuming that the Underwriter has no notice (within the meaning of Section 8-105 of the UCC) of any adverse claims (as defined in Section 8-102 of the UCC) to such Securities, the Underwriter will acquire a valid security entitlement (as defined in Section 8-102 of the UCC) to such Securities purchased by such Underwriter, and no action based on an adverse claim (as defined in Section 8-102 of the UCC) may be asserted against such Underwriter with respect to such security entitlement.
Deliveries of Securities. Certificates in such form, subject to applicable transfer restrictions as described in the Securities Purchase Agreement proposed to be entered into between the Company and Investors ("Purchase Agreement"), and warrants representing the Agent's warrant compensation described in Section 3.4(b) below ("Warrants"), shall be delivered by the Company to counsel to the Agent, with copies made available to the Agent for checking at least one (1) full business day prior to the Closing Date, it being understood that the directions from the Agent to the Company shall be given at least two (2) full business days prior to the Closing Date. The certificates for the Securities and the Warrants shall be delivered at the Closing (as hereinafter defined).
Deliveries of Securities. Certificates in such form that, subject to applicable transfer restrictions as described in the Securities Purchase Agreement, they can be negotiated by the purchasers thereof (issued in such denominations and in such names as the Agent may direct the Company to issue) for the Securities, and warrants representing the Agent's warrant compensation described in Section 3.6 below ("WARRANTS"), shall be delivered by the Company to counsel to the Agent, with copies made available to the Agent for checking at least one (1) full business day prior to the Closing Date, it being understood that the directions from the Agent to the Company shall be given at least two (2) full business days prior to the Closing Date. The certificates for the Securities and the Warrants shall be delivered at the Closing and at each Subsequent Closing (as defined hereinafter).
Deliveries of Securities. Certificates for the Common Stock, Warrants and Units, (issued in such denominations and in such names as subscriptions for same are accepted by the Selling Shareholder), shall be delivered by the Selling Shareholder to the Company's duly appointed stock transfer agent, Corporate Stock Transfer, in the same manner as the Units are issued directly by the Company to purchasers of Units in the Company's initial public offering of the Units.
Deliveries of Securities. Certificates in such form that, subject to applicable transfer restrictions as described in the Securities Purchase Agreement, they can be negotiated by the Investor for the Securities, and warrants representing the Agent's warrant compensation described in Section 3.4 below ("WARRANTS"), shall be delivered by the Company to the Escrow Agent, with copies made available to the Agent for checking at least one (1) full business day prior to the Closing Date. The certificates for the Securities and the Warrants shall be delivered at the Closing (as defined hereinafter).
Deliveries of Securities. Certificates in such form that, subject ------------------------ to applicable transfer restrictions imposed by applicable law, and as described in the Subscription Agreement, they can be negotiated by the purchasers thereof (issued in such denominations and in such names as the Agent may direct the Company to issue) for the Securities, and shares of Common Stock representing the Agent's compensation described in Section 3.4 below (the "Agent Shares"), shall be delivered by the Company to the Escrow Agent, with copies made available to the Agent for checking at least one (1) full business day prior to the Closing Date, it being understood that the directions from the Agent to the Company shall be given at least two (2) full business days prior to the Closing Date. The certificates for the Securities and the Warrants shall be delivered at the Closing and at each Subsequent Closing (as defined hereinafter).
