Subscription Deliveries Clause Samples
Subscription Deliveries. (a) Concurrently with the execution of this Subscription Agreement, SoftBank shall deliver, or cause to be delivered, to Cipher:
(i) the Purchase Price for the Acquired Shares by wire transfer of U.S. dollars in immediately available funds to the account specified by Cipher set forth on Schedule B hereto; and
(ii) a duly completed and executed Internal Revenue Service Form W-9 or appropriate Internal Revenue Service Form W-8.
(b) Concurrently with the execution of this Subscription Agreement, Cipher shall deliver, or cause to be delivered, to SoftBank: the Acquired Shares in book entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), in the name of SoftBank (or its nominee in accordance with its delivery instructions) or to a custodian designated by SoftBank, as applicable.
Subscription Deliveries. At the Closing, (i) each Buyer shall pay its Purchase Price (as set forth opposite such Buyer’s name on the Schedule of Buyers under the heading “Purchase Price”) for the Offered Units to be issued and sold to such Buyer, by wire transfer of immediately available funds to the Company and shall deliver to the Company its signature page to the LLC Agreement; and (ii) the Company shall deliver to such Buyer the certificates for the Offered Units, duly executed on behalf of the Company, dated as of the Closing Date, and registered in the name of such Buyer or its designee.
Subscription Deliveries. At the Subscription, (i) each Buyer shall deposit its Purchase Price (as set forth opposite such Buyer’s name on the Schedule of Buyers under the heading “Purchase Price”) for the Notes to be issued and sold to such Buyer, by wire transfer of immediately available funds to the Escrow Agent pursuant to the terms of the Escrow Agreement to be entered into at the Subscription by the Company, each Buyer and the Escrow Agent substantially in the form of Exhibit C hereto (the “Escrow Agreement”); (ii) the Company shall deliver to the Escrow Agent the Notes (in such principal amounts as such Buyer shall request), duly executed on behalf of the Company, dated as of the Subscription Date and registered in the name of such Buyer or its designee; and (iii) the Company shall deliver to the Escrow Agent a completed and executed notice of redemption (the “Notice of Redemption”) pursuant to Article XI of the Indenture notifying the Trustee of the Company’s intention to redeem all of the Existing Notes then outstanding, which Notice of Redemption will be undated and held by the Escrow Agent for release in accordance with the Escrow Agreement. Until the Closing Date, title to the cash deposited by each Buyer shall remain vested in such Buyer and the Company shall not have any right, title or interest in such cash; provided that nothing in this sentence shall be deemed a waiver or limitation of the contractual rights of the parties set forth in this Agreement or the other Transaction Documents.