Delivery and Form Clause Samples
The 'Delivery and Form' clause defines the requirements and procedures for how goods, services, or documents must be delivered under the contract, as well as the acceptable format or medium for such delivery. It typically specifies whether delivery should be physical, electronic, or in another form, and may outline timelines, locations, or methods for confirming receipt. This clause ensures that both parties have a clear understanding of how and when contractual obligations are fulfilled, reducing the risk of disputes over improper or incomplete delivery.
Delivery and Form. (a) Each Certificate will be substantially in the form set forth in Exhibit B, subject to modifications as required by this Agreement or the related Titling Trust Specification Notice. Each Certificate will be executed by manual, facsimile or other electronic signature by an Authorized Officer of the Trustee. Each Certificate bearing the manual, facsimile or other electronic signatures of individuals who were authorized to sign on behalf of the Trustee at the time when such signatures were affixed will be a valid and binding representation of interests in the Titling Trust notwithstanding that any or all of such individuals will have ceased to be so authorized prior to or did not hold such offices at the date of delivery of such Certificate or thereafter.
(b) Certificates may be typewritten or produced by any other method, all as determined by the Trustee, as evidenced by the Trustee’s execution of such Certificates.
(c) In the case of Certificates issued in connection with the issuance of Securities (other than the Certificates issued in respect of the Mercedes-Benz Retail Specified Interest and the Mercedes-Benz Commercial Specified Interest), the Certificates will be issued only upon delivery of an Opinion of Counsel addressed to the Titling Trust Administrator, the Trustee and the Titling Trust that (i) such issuance and the transactions entered into in connection therewith (including transfers of such Certificates permitted by the documents executed in connection with such transactions) will not cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes and (ii) the issuance of such Certificates will not cause the Securities, if any, issued in connection with any previously issued Certificates to not be characterized as debt for Federal income tax purposes (provided such Securities had previously been characterized as debt for Federal income tax purposes in accordance with an opinion of Federal tax counsel).
(d) Notwithstanding any other part of this Agreement, no Person may acquire any Certificate or be admitted as a Holder unless and each Holder by acceptance of a Certificate certifies the following:
(i) such Person is not acquiring its interest in the Titling Trust through an “established securities market” within the meaning of section 7704(b) of the Code;
(ii) after giving effect to such acquisition, there are no more than 95 beneficial owners of the Ti...
Delivery and Form. The certificates representing the Series A Preferred Stock will be issued in fully registered form. Holders will be entitled to receive physical delivery of a certificate for their Series A Preferred Stock (“Certificate Preferred Stock”) which shall bear the legend referred to in Section 8.1. Record ownership of Certificates Preferred Stock will be shown on, and the transfer of that ownership will be effected only through, records maintained by the Company.
Delivery and Form. SECTION 10.1
Delivery and Form. The Series A-2 Preferred Stock will be issued as certificated securities. Each share certificate will bear the following legends: “THE SHARES EVIDENCED BY THIS CERTIFICATE AND THE SHARES INTO WHICH THEY ARE CONVERTIBLE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES AND OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS” Certificates representing the shares of Common Stock into which the Preferred Stock is convertible shall bear a legend comparable to the legend set forth above. DESCRIPTION OF THE SERIES A-2 PREFERRED STOCK
Delivery and Form