Delivery to Transfer Agent Clause Samples
Delivery to Transfer Agent. Subject to the conditions specified in Section 5.1, on or prior to the Distribution Date, United Online will authorize the Transfer Agent, for the benefit of holders of record of UOL Common Stock at the close of business on the Record Date (the "Record Holders"), to effect the book-entry transfer of all outstanding shares of FTD Common Stock and will order the Transfer Agent to effect the Distribution at the Distribution Time in the manner set forth in Section 4.2.
Delivery to Transfer Agent. (a) Whenever a distribution of Escrow Shares is to be made from the Escrow Account, the Escrow Agent shall deliver to the Transfer Agent one or more stock certificates, representing collectively at least that number of Escrow Shares which is to be released, together with written instructions for the Transfer Agent to (i) register the appropriate numbers of Escrow Shares in the name(s) of the appropriate person(s) and to deliver the new certificate(s) to such person(s), and (ii) register the balance, if any, of the Escrow Shares represented by such surrendered certificates in the name of the Escrow Agent and to deliver the new certificate representing such balance to the Escrow Agent. For purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Escrow Shares to the person entitled to them when the Escrow Agent has delivered such certificate(s) to the Transfer Agent with the foregoing instructions. Distributions of Escrow Shares shall be made to Buyer or the Sellers, as appropriate, at the addresses set forth on Exhibit A. Whenever a distribution is to be made to the Sellers, pro rata distributions shall be made to each of them based on the percentage interests in the Escrow Fund and at their addresses set forth on Exhibit A (as revised from time to time pursuant to Section 3.8).
(b) As of the date of this Agreement, the Transfer Agent is American Stock Transfer & Trust Company, Inc. and the mailing address of the Transfer Agent is 59 Maiden Lane, Plaza Level, New York, NY 10038. The Buyer will not ch▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Agent and the Sellers' Representative 30 days' prior written notice of such change.
Delivery to Transfer Agent. (a) Whenever a distribution of Escrow Shares is to be made from the Escrow Account, the Escrow Agent shall deliver to the Transfer Agent one or more stock certificates, representing collectively at least that number of Escrow Shares which is to be released, together with written instructions for the Transfer Agent to (i) register the appropriate numbers of Escrow Shares in the name(s) of the appropriate person(s) and to deliver the new certificate(s) to such person(s), and (ii) register the balance, if any, of the Escrow Shares represented by such surrendered certificates in the name of the Escrow Agent and to deliver the new certificate representing such balance to the Escrow Agent. For purposes of this Agreement, the Escrow Agent shall be deemed to have delivered Escrow Shares to the person entitled to them when the Escrow Agent has delivered such certificate(s) to the Transfer Agent with the foregoing instructions. Distributions of Escrow Shares shall be made to Licensee or the Licensor, as appropriate, at their respective addresses as set forth on the signature page to this Agreement.
(b) As of the date of this Agreement, the Transfer Agent is American Stock Transfer & Trust Licensor, Inc. and the mailing address of the Transfer Agent is ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇. The Licensee will not change transfer agents without giving the Escrow Agent and the Licensor 30 days’ prior written notice of such change.