Transfer and Delivery Sample Clauses

Transfer and Delivery. RRD shall use commercially reasonable efforts to transfer and deliver to LSC all Data that, according to the DSP, should be transferred and delivered to LSC. Such transfer and delivery shall be made in an appropriate physical or electronic format as set forth in the DSP, and within the time schedules contemplated by the DSP. Each Party shall reasonably cooperate in good faith with the other Party to accomplish the transfer and delivery of Data contemplated in the DSP.

Transfer and Delivery. Each Holder shall forthwith pay over, transfer and deliver such payment or distribution to the holders of Senior Debt, whether or not any Bankruptcy, Insolvency or Liquidation Proceeding is then pending, until the holders of Senior Debt have received payment in full and in cash of all outstanding Senior Debt (but excluding indemnification obligations which are then contingent and as to which no payment is then due and no claim or demand has then been made).

Transfer and Delivery. On the Effective Date: (a) ▇▇▇▇ Park shall transfer and assign to the Company, and the Company shall accept from ▇▇▇▇ Park, free and clear of all Encumbrances, all of ▇▇▇▇ Park’s right, title and interest in and to the ▇▇▇▇ Park Shares; (b) ▇▇▇▇▇▇▇▇▇ shall transfer and assign to the Company, and the Company shall accept from ▇▇▇▇▇▇▇▇▇, free and clear of all Encumbrances, all of ▇▇▇▇▇▇▇▇▇’▇ right, title and interest in and to the ▇▇▇▇▇▇▇▇▇ Shares; (c) ▇▇▇▇ Park shall deliver to Computershare Inc., as transfer agent for the Company (“Computershare”), all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the ▇▇▇▇ Park Shares from ▇▇▇▇ Park to the Company, free and clear of all Encumbrances (the “▇▇▇▇ Park Transfer Documentation”); (d) ▇▇▇▇▇▇▇▇▇ shall deliver to Computershare all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the ▇▇▇▇▇▇▇▇▇ Shares from ▇▇▇▇▇▇▇▇▇ to the Company, free and clear of all Encumbrances (the “▇▇▇▇▇▇▇▇▇ Transfer Documentation”); and (e) Upon (i) ▇▇▇▇ Park’s delivery to Computershare of the ▇▇▇▇ Park Transfer Documentation and (ii) ▇▇▇▇▇▇▇▇▇’▇ delivery to Computershare of the ▇▇▇▇▇▇▇▇▇ Transfer Documentation, the Company shall deliver to ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, for the benefit of ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ Park, an aggregate amount of Four Million dollars ($4,000,000) by wire transfer of immediately available funds to the account that has been designated in writing by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to the Company.

Transfer and Delivery. If the Department terminates this contract under the Default sub-paragraph B.(ii), above, Contractor shall transfer title and deliver to the Department completed, and partially completed, reports and other documentation that the Contractor has produced.

Transfer and Delivery. Subject to the provisions of Sections 3.2 and 3.3 hereof, at the Closing, the Vendor shall execute and deliver to the Purchaser all such instruments of transfer and documents of title as shall be necessary to transfer title to the Business and Purchased Assets to the Purchaser, and shall deliver to the Purchaser possession of the Business and Purchased Assets, in each case, with effect as at the Effective Time.

Transfer and Delivery of the Purchased Shares The Vendors shall have provided the Purchaser with the share certificates representing the Purchased Shares, in each case duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, and shall take such steps as shall be necessary to cause the Corporations to enter the Purchaser or its nominee(s) upon the books of the Corporations as the holder of the Purchased Shares and to issue share certificates to the Purchaser or its nominee(s) representing the Purchased Shares, free and clear of all encumbrances.

Transfer and Delivery. On or promptly following the date of this Agreement, the Sponsor hereby transfers an aggregate of 525,000 Class B Shares to the BSOF Entities, in the amounts set forth on Schedule 1 hereto, and cause such Class B Shares to be registered in the name of BSOF I and BSOF II, respectively, in the Company’s register of members and, following the closing of the IPO, with the Transfer Agent (as defined below) by book entry. All or a portion of such Class B Shares transferred pursuant to this Section 1(b) shall be subject to unconditional forfeiture to the Company and/or the Sponsor, as applicable, pursuant to Section 1(c) below. Each of the BSOF Entities, the Company and the Sponsor hereby acknowledge and agree that, (A) to effectuate any forfeiture pursuant to Sections 1(c) below, the Sponsor shall have all right and power under this Agreement to promptly (i) direct the Transfer Agent to cause the Class B Shares subject to forfeiture to be transferred into the name of the Sponsor and (ii) to cause such Class B Shares subject to forfeiture to be registered in the name of the Sponsor in the Company’s register of members and/or with the Transfer Agent and (B) any forfeiture pursuant to Section 1(c) below shall take effect as a surrender of shares to the Company for no consideration as a matter of Cayman Islands law. In connection with Section 1(c), Sponsor shall provide at least three (3) Business Days (as defined herein) advance notice to the BSOF Entitles and obtain prior written consent of the BSOF Entities before entering into any agreement which would result in a partial forfeiture or subject the Class B Shares held by a BSOF Entity to any Class B Changes. As used herein, the term “Transfer Agent” shall initially refer to Continental Stock Transfer & Trust Company, as transfer agent for the Class B Shares issued by the Company. Any forfeiture under this Agreement shall take effect as a surrender for no consideration as a matter of Cayman Islands law.

Transfer and Delivery. On October 2, 2019: (a) Sellers shall transfer and assign to Buyer, and Buyer shall accept from Sellers, free and clear of all Encumbrances, all of Sellers’ respective rights, title and interests in and to the Securities; (b) Sellers shall deliver to Buyer all appropriate stock powers or other instruments of transfer, duly executed in blank, necessary to transfer the Securities from Sellers to Buyer, free and clear of all Encumbrances (the “Transfer Documentation”); and (c) In consideration of the transfer of the Securities from Sellers to Buyer, upon Sellers’ delivery to Buyer of the Transfer Documentation, Buyer shall deliver to Sellers an aggregate amount of One Million Five Hundred Forty-Six Thousand Two Hundred and Sixty Dollars ($1,546,260) by wire transfer of immediately available funds to the account that has been designated in writing by Sellers to Buyer.

Transfer and Delivery of the Purchased Shares - Each Vendor shall transfer and deliver to the Purchaser the share certificates representing the Vendor's Shares of such Vendor duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record, and shall take such steps as shall be necessary to cause the Company to enter the Purchaser or its nominee(s) upon the books of the Company as the holder of the Vendor's Shares of such Vendor and to issue one or more share certificates to the Purchaser or its nominee(s) representing the Vendor's Shares of such Vendor.