Delivery of Contract Consideration Sample Clauses

Delivery of Contract Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior to the Exchange Date or (ii) if permitted under the Contract, Seller shall have elected the Cash Settlement Alternative pursuant to Section 2.3(d) of the Contract and made the cash payment required by that Section, the Collateral Agent shall deliver to Purchaser from the shares of Class A Common Stock and, if a Spin-Off Distribution has occurred, Marketable Securities then held by it hereunder representing the number of shares of Class A Common Stock and Marketable Securities that were distributed in such Spin-Off Distribution then required to be delivered by Pledgor under the Contract. If a Reorganization Event shall have occurred prior to the Exchange Date, then, (A) if so instructed by Pledgor by the close of business on the Business Day preceding the Exchange Date, the Collateral Agent shall deliver to Purchaser, to the extent Marketable Securities are to be delivered on such date under Section 6.2 of the Contract, the Marketable Securities then held by the Collateral Agent hereunder; and (B) if such Reorganization Event is a Cash Merger, the Collateral Agent shall deliver to Purchaser all cash or other assets then held by the Collateral Agent and required to be delivered under the Contract at the time when such delivery is required to be made under the Contract. Upon such delivery, Purchaser shall hold such shares of Class A Common Stock or Marketable Securities, cash or other property, as the case may be, absolutely and free from any claim or right whatsoever.
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Delivery of Contract Consideration. On the Exchange Date (including an accelerated Exchange Date as a result of a Special Acceleration, Optional Acceleration or Acceleration upon Event of Default), the Collateral Agent shall deliver for the account of, and upon the order of, the Purchaser, the number of Contract Shares required by Section 2.3(c) of the Contract (and the amount or type of other Exchange Property, if applicable) from the Collateral then held by the Collateral Agent under this Agreement in the manner contemplated by Section 2.3(c) of the Contract. Upon such delivery, Purchaser shall hold such Shares or other Exchange Property absolutely and free from any claim or right whatsoever (other than any restrictions imposed by applicable securities laws, Permitted Transfer Restrictions or Liens created by the constituent documents of the issuer of any securities forming part of the Exchange Property).
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Delivery of Contract Consideration. (a) Subject to Sections 2.4, 2.5 and 3.2, consummation of the acquisition, sale and delivery of the Contract Consideration to be sold, assigned, transferred, conveyed and delivered by the Seller, and acquired by the Purchaser, pursuant to this Agreement (the "Closing") and subject to receipt by the Seller of the Escrow Amount shall take place (i) in the case of an acquisition, sale and delivery pursuant to Section 2.1 hereof, on the Business Day immediately preceding the Exchange Date (the "Settlement Date"), (ii) in the case of an acquisition, sale and delivery pursuant to Section 9.1 hereof, on the Acceleration Date or as soon as possible thereafter and (iii) in the case of an acquisition, sale and delivery pursuant to Section 9.2 hereof, on the Early Settlement Date. Subject to Section 2.3(c), delivery of the Contract Consideration shall be made at the offices of the Administrator at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Purchaser and the Seller. Certificates representing Reference Securities in registered form that are part of the Contract Consideration shall be registered in the Purchaser's name or in the name of a depositary or a nominee of a depositary or a holder of STRYPES as requested by the Purchaser, unless such Reference Securities are represented by one or more global certificates registered in the name of a depositary or a nominee of a depositary or are book entry securities, in which event the Purchaser's interest in such securities shall be noted in a manner reasonably satisfactory to the Purchaser and its counsel. Other property that is a part of the Contract Consideration delivered to the Purchaser shall be transferable by the Purchaser, following receipt from the Seller, without any restrictions not generally applicable to all holders of such other property (other than restrictions created by the Purchaser or the Custodian hereunder).
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Delivery of Contract Consideration. On the Exchange Date, unless (i) a Reorganization Event shall have occurred prior to the Exchange Date or (ii) if permitted under the Contract, Seller shall have elected the Cash Settlement Alternative pursuant to Section 2.3(d) of the Contract and made the cash payment required by that Section, the Collateral Agent shall deliver to Purchaser from the Ordinary Shares and, if a Spin-Off Distribution has occurred, Marketable Securities then held by it hereunder the
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Delivery of Contract Consideration. At the Closing, the Collateral Agent shall deliver to the Trust, in respect of each Pledgor's obligations under Section 2.1 of the Forward Purchase Contract, an aggregate number or amount of each type of Reference Security and other property constituting part of the Reference Property then pledged by such Pledgor and held by the Collateral Agent hereunder equal to the number or amount of each such type of Reference Property then required to be delivered by such Pledgor under Section 2.1 of the Forward Purchase Contract, except to the extent such Pledgor has elected, pursuant to Section 2.5 thereof, to settle its obligations under Section 2.1 thereof through a cash payment. Upon such delivery, the Trust shall hold such Reference Property absolutely and free from any claim or right whatsoever.
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Delivery of Contract Consideration. Consummation of the acquisition, sale and delivery of the Contract Consideration shall take place on a date mutually agreeable to the Purchaser and the Sellers, not later than one (1) Business Day prior to the Exchange Date (the "Closing"). Delivery of the Contract Consideration shall be made at the offices of [____________], or at such other place as shall be agreed upon by the Purchaser and the Sellers. Certificates representing Reference Securities in registered form that are part of the Contract
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Delivery of Contract Consideration. (a) On the Settlement Date, the Seller shall deliver to the Purchaser, in respect of Seller's obligations under Section 2.1 of this Agreement, an aggregate number or amount of each type of Reference Security and other property constituting part of the Reference Property held by the Seller hereunder equal to the number or amount of each such type of Reference Property then required to be delivered by AMP under Section 2.1 of this Agreement, except to the extent AMP has made a proper election, pursuant to Section 2.5 hereof, to settle its obligations under Section 2.1 hereof through, is required pursuant to Section 2.4 or 2.5 to make a cash payment. Upon such delivery, the Purchaser shall hold such Reference Property free and clear of all Liens (other than Liens created by the Seller or the Purchaser hereunder) and Transfer Restrictions (other than Transfer Restrictions created by the Seller or the Purchaser hereunder).
Sample 1
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Delivery of Contract Consideration. On the Business Day immediately preceding the Exchange Date (including an accelerated Exchange Date as a result of a Special Acceleration, Optional Acceleration or Collateral Event Acceleration), unless Pledgor shall have elected Cash Settlement pursuant to Section 2.3(d) of the Contract and made the Cash payment required by that Section 2.3(d) of the Contract, the Collateral Agent shall deliver for the account of, and upon the order of, the Purchaser, the number of Contract Shares required by Section 2.3(c) of the Contract (and the amount or type of other Exchange Property, if applicable) from the Collateral then held by the Collateral Agent under this Agreement in the manner contemplated by Section 2.3(c) of the Contract; provided that if Pledgor shall have elected to pledge ADSs which satisfy the requirements set forth under Section 4.1(e) of this Agreement in place of Ordinary Shares, the Collateral Agent shall deliver for the account, and upon the order, of Purchaser, such number of Contract Shares from the Collateral held by the Collateral Agent. Upon such delivery, Purchaser shall hold such ADSs or other Exchange Property absolutely and free from any claim or right whatsoever (other than any Existing Transfer Restrictions, other restrictions imposed by applicable securities laws or Liens created by the constituent documents of the “issuer” of any securities forming part of the Exchange Property or the Deposit Agreement (or similar agreements)). The Collateral Agent is authorized to, and shall, take all such actions as may be required under the ADS Procedures Agreement to give effect to any delivery of ADSs contemplated herein, including the removal of any restrictive legends.
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Delivery of Contract Consideration. (i) On the Settlement Date, the Collateral Agent shall deliver to the Trust, in respect of the Pledgor's obligation under Section 2.1 of the Forward Purchase Contract, an aggregate number of shares of Dollar General Common Stock then held by the Collateral Agent hereunder equal to the number of shares of Dollar General Common Stock then required to be delivered by the Pledgor under Section 2.1 of the Forward Purchase Contract, except to the extent that the Pledgor has made a proper election, pursuant to Section 2.5 of the Forward Purchase Contract, to settle its obligation under such Section 2.1 in whole through a cash payment. Upon such delivery, the Trust shall hold such delivered shares of Dollar General Common Stock free and clear of all Liens (other than Liens created by the Collateral Agent or the Trust) and Transfer Restrictions (other than Transfer Restrictions created by the Collateral Agent or the Trust).
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Related to Delivery of Contract Consideration

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Purchase Consideration The consideration payable in connection with a purchase transaction shall be debited from the appropriate deposit account of the Portfolio as of the time and date that funds would ordinarily be required to settle the transaction in the applicable market. The Custodian shall promptly recredit the amount at the time that the Portfolio or the Fund notifies the Custodian by Proper Instruction that the transaction has been canceled.

  • Delivery of Merger Consideration As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the Shares.

  • Initial Consideration On the Effective Date, Retrocessionaire shall reimburse Retrocedant for one hundred percent (100%) of any and all unearned premiums paid by Retrocedant under such Inuring Retrocessions net of any applicable unearned ceding commissions paid to Retrocedant thereunder.

  • Closing Consideration The closing consideration shall be delivered at the Closing as follows:

  • Delivery of Shares Tendered in Payment of Purchase Price If the Optionee exercises this option by delivery of shares of Common Stock of the Company, the certificate or certificates representing the shares of Common Stock of the Company to be delivered shall be duly executed in blank by the Optionee or shall be accompanied by a stock power duly executed in blank suitable for purposes of transferring such shares to the Company. Fractional shares of Common Stock of the Company will not be accepted in payment of the purchase price of shares acquired upon exercise of this option.

  • Delivery of the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

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