Delivery of Capital Stock. Simultaneous with the execution of this Agreement, all shares of Capital Stock Beneficially Owned by the Beneficiary will be transferred to the Voting Trust. The Beneficiary shall transfer any shares of Capital Stock that it shall Beneficially Own after the Closing Date to the Voting Trust.
Delivery of Capital Stock. The Pledgor has delivered or otherwise caused the transfer to the Administrative Agent, pursuant to Sections 3(a) or (b), as applicable, of all certificates, instruments or other writings representing, evidencing or constituting Pledged Collateral. The Pledged Collateral is not and shall not be represented or evidenced by any certificates, instruments or other writings other than those delivered hereunder.
Delivery of Capital Stock. Beneficiary shall make such contributions to the Voting Trust of shares of Capital Stock that Beneficiary may Beneficially Own such that the number of shares of Capital Stock Beneficially Owned by the Beneficiary outside of the Voting Trust shall never exceed the Voting Trust Ownership Limit. Beneficiary hereby covenants that it shall contribute to the Voting Trust certificates representing the shares of WellPoint Common Stock required by the terms of this Agreement to be deposited into the Voting Trust immediately following completion of the RightCHOICE Merger and receipt of such certificates. Beneficiary currently expects that such certificates shall be available on or about February 4, 2002. Trustee hereby covenants that it shall provide to the BCBSA written acknowledgement of the receipt of shares of Capital Stock required to be deposited into the Voting Trust by Beneficiary pursuant to the exchange provided under the Merger Agreement promptly upon the receipt of the certificates representing such shares.
Delivery of Capital Stock. Beneficiary shall make such contributions to the Voting Trust of shares of Capital Stock that Beneficiary may Beneficially Own such that the number of shares of Capital Stock Beneficially Owned by the Beneficiary outside of the Voting Trust shall never exceed the Voting Trust Ownership Limit. The Trustee acknowledges receipt of __________ [insert number of shares contributed at closing pursuant to the Reorganization Agreement] shares of Capital Stock acquired by Beneficiary pursuant to the Reorganization Agreement. The Company shall pay any taxes and costs imposed upon the transfer of the shares of Capital Stock Beneficially Owned by the Beneficiary to the Voting Trust at the time of transfer.
Delivery of Capital Stock. The Fund shall make such contributions to the Voting Trust of Capital Stock that the Fund may Beneficially Own such that the number of shares of Capital Stock Beneficially Owned by the Fund outside of the Voting Trust shall never exceed the Voting Ownership Limit. The Trustee acknowledges receipt of Seventy-Four Million Seventy Thousand and Two (74,070,002) shares of Common Stock from the Fund. The Company shall pay any taxes and costs imposed upon the transfer of shares of Capital Stock Beneficially Owned by the Fund to or from the Voting Trust at the time of transfer. The Fund shall remit to the Company any refunds of such taxes or costs that are paid to the Fund.
Delivery of Capital Stock. In accordance with the Warrant, the Holder hereby requests the Company to deliver the Capital Stock referred to in paragraph 1 above in the denominations and registered to the Persons specified below: Denomination Register to
Delivery of Capital Stock. Beneficiary shall make such contributions to the Voting Trust of shares of Capital Stock that Beneficiary may Beneficially Own such that the number of shares of Capital Stock Beneficially Owned by the Beneficiary outside of the Voting Trust shall never exceed the Voting Trust Ownership Limit. The Trustee acknowledges receipt of 14,029,536 shares of Capital Stock acquired by Beneficiary pursuant to the Reorganization Agreement. The Company shall pay any taxes and costs imposed upon the transfer of the shares of Capital Stock Beneficially Owned by the Beneficiary to the Voting Trust at the time of transfer.
Delivery of Capital Stock. QuickLogic shall represent that the Shares after delivery equal twenty percent (20%) of the outstanding capital stock of QuickLogic on a fully-diluted basis, which shall include all options, warrants and other rights to acquire QuickLogic's capital stock outstanding on the date hereof (other than any issuances to Cypress hereunder). The Shares shall be delivered to Cypress by QuickLogic as follows: (a) in the event QuickLogic does not complete an initial public offering ("IPO") by July 1, 1997, QuickLogic shall deliver all of the Shares to Cypress as Common Stock; or (b) in the event QuickLogic completes an IPO by July 1, 1997, QuickLogic shall deliver to Cypress in connection with the IPO such number of Shares that may be registered for resale on behalf of Cypress in the IPO, and the balance of the Shares shall be delivered upon the lapse of the Lockup Period (defined below) following the effective date of the IPO of QuickLogic; provided, in the event QuickLogic undertakes a registered public offering of its Common Stock following an IPO (a "Follow-on Offering") prior to the lapse of the lockup period agreed to by QuickLogic's directors, officers and more than 1% shareholders for the IPO (the "Lockup Period"), QuickLogic shall deliver such number of Shares that may be registered for resale on behalf of Cypress in the Follow-on Offering, and the remaining balance of Shares shall be delivered to Cypress upon the expiration of the lock-up agreements executed in connection with such Follow-on Offering. In the event that the Lockup Period provides for a set number of days where the Lockup Period would expire in a period where the Company's directors and officers are prevented from trading because of the set "blackout" period between earnings releases provided in QuickLogic's insixxx xxxxxxx xxxicy, then the directors, officers and more than 1% shareholders shall agree to a Lockup Period that does not expire until the date that trading can commence under QuickLogic's insixxx xxxxxxx xxxicy. Any early releases of any lockup shall include the pro-rata release of Shares on based on the total number of shares that are locked-up, and such early-released Shares shall not, at the time of such early release, be subject to any blackout provision on Cypress's released Shares, which shall be registered as provided in Section 5.
Delivery of Capital Stock. Pledgor has delivered or otherwise caused the transfer to Pledgee, pursuant to Sections 4(a) or (b), as applicable, of all certificates, instruments or other writings representing, evidencing or constituting Pledged Collateral. The Pledged Collateral is not and shall not be represented or evidenced by any certificates, instruments or other writings other than those delivered hereunder.
Delivery of Capital Stock. The Fund shall make such contributions to the Voting Trust of Capital Stock that the Fund may Beneficially Own such that the number of shares of Capital Stock Beneficially Owned by the Fund outside of the Voting Trust shall never exceed the Voting Ownership Limit. The Trustee acknowledges receipt of _________ shares of Common Stock from the Fund. The Company shall pay any taxes and costs imposed upon the transfer of shares of Capital Stock Beneficially Owned by the Fund to or from the Voting Trust at the time of transfer. The Fund shall remit to the Company any refunds of such taxes or costs that are paid to the Fund.
