Delivery of Contract Shares Sample Clauses

Delivery of Contract Shares. (i) Except as otherwise provided in this Agreement, Counterparty agrees to deliver the Contract Shares to the Trust on the Exchange Date. Counterparty shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the Trust, shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust at the Exchange Date, Counterparty agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-day) funds to an account designated by the Trust; and (B) in the case of any Reported Securities required to be delivered by Counterparty in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the Trust, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement.
Sample 1Sample 2Sample 3See All (10)
AutoNDA by SimpleDocs
Delivery of Contract Shares. On the Exchange Date, Seller shall, subject to the Purchaser having complied with its obligations under Section 1.3(a) and, if applicable, Section 1.3(b), deliver the Contract Shares to Purchaser. Delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of Purchaser, of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount representing a number of shares equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional share that would otherwise be deliverable to Purchaser at the Exchange Date, Seller shall make a cash payment in respect of such fractional share in an amount equal to the value thereof at the Reference Market Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, delivery shall be effected as follows: (i) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, by wire transfer of immediately available funds to an account designated by Purchaser; or (ii) in the case of any shares of Marketable Securities elected by Seller to be delivered in lieu of cash as provided in Section 6.2, at Seller's election, by instruction to the Collateral Agent to deliver to the Custodian, for the account of Purchaser, a specified number of shares of Marketable Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement.
Sample 1
Delivery of Contract Shares. On the Exchange Date, Seller agrees to deliver the Contract Shares to Purchaser. Delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of Purchaser, of shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Contract Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable to Purchaser at the Exchange Date, Seller agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value
Sample 1
Delivery of Contract Shares. Except as otherwise provided in Sections 3.3, 3.4, 3.5, 3.6 or 3.7 hereof, the Trust Administrator shall direct the Trust Custodian on behalf of the Series A Sub-Trust to deliver (i) to the Paying Agent on behalf of the TrENDS Holders as promptly as possible following the Exchange Date a number of shares of Common Stock or Marketable Securities equal to the product of (x) the number of Contract Shares held by the Trust Custodian on the Exchange Date and (y) the Exchange Rate and (ii) to the Series A Holder the remainder of the Contract Shares held by the Trust Custodian immediately following the distribution in the preceding clause (i).
Sample 1
Delivery of Contract Shares. (a) The Seller hereby unconditionally and irrevocably agrees to deliver, without set-off, counterclaim or defense, to the Escrow Agent, pursuant to the Escrow Agreement prior to 11:59 P.M. on each Trading Day for which a Daily Amount is required to be calculated (a “Delivery Date”), a number of shares of Common Stock equal to such Daily Amount (and/or, if a Significant Spin-Off, a Significant Cash Distribution or an Adjustment Event has occurred, securities, cash and/or other property, as applicable); provided that, in lieu of any fraction of a share of Common Stock that would otherwise be deliverable (prior to rounding) to the Escrow Agent pursuant to the Escrow Agreement on such Trading Day, the Seller agrees to make a cash payment to the Escrow Agent on the next Business Day in respect of such fraction of a share of Common Stock in an amount equal to the value thereof based on the Closing Price on such Trading Day; provided, further, that if the Forward Contract Acceleration Notice has been delivered by either party hereto to the other party hereto, the Contract Shares shall be delivered to the Escrow Agent pursuant to the Escrow Agreement two Business Days prior to the Payment Date. Any cash payments shall be paid by wire transfer in immediately available funds to the Escrow Agent for the account of the Purchaser to an account designated by the Escrow Agent in writing to the Seller prior to such payment.
Sample 1

Related to Delivery of Contract Shares

  • Delivery of Contracts The Company has made available to Parent accurate and complete copies of all written Material Contracts identified in Part 2.11(a) of the Disclosure Schedule, including all amendments thereto. Part 2.11(b) of the Disclosure Schedule provides an accurate and complete description of the material terms of each Material Contract that is not in written form. Each Contract identified in Part 2.11(a) of the Disclosure Schedule is valid and in full force and effect, and is enforceable by the Company in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.

  • Delivery of Option Shares The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after payment therefor.

  • Delivery of Units As soon as practicable after each surrender of Warrants in whole or in part on the Call Date and upon satisfaction of all other requirements described in the Warrants and in Section 1.1 hereof, the Warrant Agent shall instruct the Trustee to confirm that the transfer specified under the "Callable Series" provisions of Schedule I has occurred and to cause a distribution of Trust Property to the Warrantholder as an Optional Exchange taking into account Section 1.1(i) above, if applicable. A surrender of the Warrants shall be deemed to be a simultaneous surrender of the Class A Units and Class B Units acquired in exchange therefor. If such exercise is in part only, the Warrant Agent shall instruct the Trustee to authenticate new Warrants of like tenor, representing the outstanding Warrants of the Warrantholder and the Warrant Agent shall deliver such Warrants to the Warrantholder. In each case, the Trustee shall act in accordance with such instructions.

  • Delivery of the Offered Shares The Company shall deliver, or cause to be delivered to the Representative for the accounts of the several Underwriters certificates for the Firm Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered through the facilities of DTC unless the Representative shall otherwise instruct, to the Representative for the accounts of the several Underwriters, certificates for the Option Shares the Underwriters have agreed to purchase at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. If the Representative so elects, delivery of the Offered Shares may be made by credit to the accounts designated by the Representative through The Depository Trust Company’s full fast transfer or DWAC programs. The certificates for the Offered Shares shall be registered in such names and denominations as the Representative shall have requested at least two full Business Days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be) and shall be made available for inspection on the Business Day preceding the First Closing Date (or the applicable Option Closing Date, as the case may be) at a location in New York City as the Representative may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • Delivery of Warrants (a) On the date hereof, the Borrower shall issue to the Lenders warrants to purchase an aggregate of six million two hundred fifty thousand shares of Common Stock, in substantially the form set forth on Exhibit E hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Warrants”) at an initial Exercise Price of $1.39 (the “Initial Warrant Exercise Price”) and an expiration date of March 17, 2020.

  • Delivery of Shares Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

  • Delivery of Common Stock Subject to the terms of the Plan and Section 6 below, if the RSUs awarded by this Agreement become vested, the Company shall promptly distribute to Employee the number of shares of Common Stock equal to the number of the RSUs that so vested; provided that to the extent required by Code Section 409A, delivery of shares of Common Stock upon a Participant’s “separation from service” within the meaning of Code Section 409A shall be deferred until the six month anniversary of such separation from service. In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company and provide therein customary representations and warranties related to the receipt of such shares of Common Stock.

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

  • Delivery of Conversion Shares As soon as practicable after any conversion in accordance with this Note and in any event within two (2) Trading Days thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates evidencing the number of fully paid and nonassessable shares of Common Stock to which the Holder shall be entitled on such conversion (the “Conversion Shares”), in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the shares of Common Stock issuable upon any conversion of this Note, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such shares of Common Stock issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock certificates shall apply) as instructed by the Holder (or its designee).

Time is Money Join Law Insider Premium to draft better contracts faster.