Delivery of Exchange Shares. No later than two (2) Business Days after the date hereof, the Borrower shall cause the transfer agent for the Common Stock to credit the aggregate number of Exchange Shares to which each Purchaser is entitled pursuant to the Exchange to such Purchaser’s or its designee’s balance account with The Depository Trust Company through its Deposit/Withdrawal At Custodian system. For the avoidance of doubt, as of effectiveness of the Exchange, each Purchaser shall be deemed for all corporate purposes to have become the legal and record holder of its Exchange Shares without any further action by any party. In the event that any Exchange Shares are not delivered on a timely basis in accordance herewith, the Purchasers shall have the right to rescind and terminate any or all of this Agreement and the transactions and amendments contemplated hereby, to exercise any of the remedies available under the Notes in the event of any failure to timely deliver Conversion Shares (as defined in the Notes), as if the Exchange Shares were Conversion Shares, and/or to exercise any and all other rights and remedies available at law or in equity.
Delivery of Exchange Shares. All Exchange Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of any pre-emptive rights. All Exchange Shares shall be issued by the Company in electronic form, freely tradable, without restriction on resale, and credited immediately by the Company to the Deposit/Withdrawal at Custodian (DWAC) account with Depository Trust Company (DTC) under its Fast Automated Securities Transfer (FAST) Program specified by the Holder or its designee, time being of the essence.
Delivery of Exchange Shares. The Company shall have delivered the Exchange Shares in accordance with the instructions provided pursuant to Section 1.b) hereof.
Delivery of Exchange Shares. BitNile shall have received all of the Exchange Shares in book entry form, free and clear of all Liens.
Delivery of Exchange Shares. (a) Provided that the Company does --------------------------- not make written objection to an Exchange Notice by 8:00 p.m., New York time, on the business day following the delivery thereof, and provided that the Exchange Conditions are satisfied at such time, the Holder shall send for re-registration to the Transfer Agent on or following the Exchange Date set forth in such Exchange Notice (the "Delivery Date") certificate(s) for BLCI Stock sufficient to permit the issuance to the Purchaser or its nominee of the number of Exchange Shares specified in the Exchange Notice. The "Exchange Conditions" to be met on each Delivery Date are as follows: (i) the Company shall not have given notice to the Holder that the Registration Statement is not effective and available for resales of the Exchange Shares at such time; (ii) the BLCI Stock is then designated for quotation on the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange; and (iii) the Holder holds Collateral, after delivery of the Exchange Shares identified by the Exchange Notice, with a Value greater than the Minimum Required Amount (as defined in the Security Agreement).
Delivery of Exchange Shares. On the Closing Date, the Company will issue the Exchange Shares to the Investor, which shall be evidenced by a direct registration system advice statement, registered in the name of the Investor as set forth in Exhibit A to this Exchange Agreement. The Company will cause the Transfer Agent to deliver to the Investor the direct registration system advice statement evidencing the Exchange Shares.
Delivery of Exchange Shares. Each Stockholder shall have delivered certificates representing its Exchange Shares together with appropriate documents or stock powers to effectuate the Exchange.
Delivery of Exchange Shares. By no later than 4:00 p.m., New York City time, on the Closing Date, the Borrower shall cause the transfer agent for the Common Stock to credit the aggregate number of Exchange Shares to which each Purchaser is entitled pursuant to the Exchange to such Purchaser’s or its designee’s balance account with The Depository Trust Company through its Deposit/Withdrawal At Custodian system. For the avoidance of doubt, as of effectiveness of the Exchange, each Purchaser shall be deemed for all corporate purposes to have become the legal and record holder of its Exchange Shares without any further action by any party. In the event that any Exchange Shares are not delivered on a timely basis in accordance herewith, the Purchasers shall have the right to rescind and terminate any or all of this Agreement and the transactions contemplated hereby, to exercise any of the remedies available under the Notes in the event of any failure to timely deliver Conversion Shares (as if the Exchange Shares were Conversion Shares) and/or to exercise any and all other rights and remedies available at law or in equity.
Delivery of Exchange Shares. At or as soon as practicable after the Closing, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to deliver to each Deerfield Investor a stock certificate, duly executed on behalf of the Company and by the Transfer Agent, representing the number of Exchange Shares to which such Deerfield Investor is entitled pursuant to this Section 1.01.
Delivery of Exchange Shares. On the Closing Date, Borrower shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to deliver to the Lenders’ custodian (as directed prior to the Closing by the Lenders) stock certificates, in the names of the respective Lenders, duly executed on behalf of Borrower and by the Transfer Agent, representing the Exchange Shares to which each Lender is entitled pursuant to the Exchange. In the event that any of the Exchange Shares or any portion of the Cash Payment are not delivered on the Closing Date in accordance herewith (x) the Lenders shall have the right to rescind and terminate any or all of this Agreement and the transactions contemplated hereby and/or to exercise any and all other rights and remedies available at law or in equity and (y) the Notes shall not be terminated and Borrower’s obligations thereunder shall not be released pursuant to Article III. Notwithstanding the foregoing, if any shares of Common Stock are issued after the Closing Date pursuant to Preemptive Rights (any such shares “Preemptive Shares”), Borrower shall, within five (5) Business Days thereafter, issue to each Lender its Pro Rata Share of such additional shares of Common Stock as shall be necessary to cause the Lenders to have been issued two percent (2%) of the Fully Diluted Shares, as if such Preemptive Shares had been outstanding as of the Closing Date, such additional shares to be deemed Exchange Shares for all purposes hereunder.
