Delivery of Certificates Representing the Shares Sample Clauses

Delivery of Certificates Representing the Shares. At Closing, the Stockholders shall deliver the certificate(s) representing the Shares, duly endorsed to Buyer or accompanied by stock powers duly endorsed to Buyer, with each Stockholder's signature medallion guaranteed by a national bank and with (i) all such other documents as may be required to vest in Buyer good and marketable title to the Shares free and clear of any and all Liens (as defined in Section 2.3 hereof) and (ii) all necessary stock transfer and any other required documentary stamps. The Stockholders shall cause the Company to recognize and record the transfers described in this Section 1.5 on its transfer books.
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Delivery of Certificates Representing the Shares. At Closing, the Stockholders shall deliver the certificate(s) representing the Subsidiary Common Stock, or certificates representing the right to acquire Subsidiary Common Stock, as applicable, duly endorsed to the Company or accompanied by stock powers duly endorsed to the Company, with medallion signature guarantees, or other similar confirmations as the Company may agree to, and with (i) all such other documents as may be required to vest in the Company good and marketable title to all shares of Subsidiary Common Stock free and clear of any and all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever (“Liens”) and (ii) all necessary stock transfer and any other required documentary stamps. The Company shall recognize and record the transfers described in this Section on its transfer books.
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Delivery of Certificates Representing the Shares. At Closing, the Members shall deliver to ADMG such documents representing the transfer of the PARKS Membership Units, duly transferred to ADMG to effectuate the transfer of the PARKS Membership Units to ADMG, with (i) all such other documents as may be required to vest in ADMG good and marketable title to the PARKS Membership Units free and clear of any and all Liens (as defined herein); and, (ii) all necessary stock transfer and any other required documentary stamps. The Members shall cause PARKS to recognize and record the transfers described in this Section on its transfer books. SHARE AND UNIT EXCHANGE AGREEMENT BY AND BETWEEN ADAMANT DRI PROCESSING AND MINERALS GROUP AND PARKS AMUSEMENTS LLC.
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Delivery of Certificates Representing the Shares. At the Closing, the Sellers shall deliver to Purchaser stock certificates representing the Shares, duly endorsed in blank for transfer or accompanied by appropriate stock powers duly executed in blank with all taxes, direct or indirect, attributable to the transfer of such Shares paid or provided for.
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Delivery of Certificates Representing the Shares. At Closing, the Shareholders shall deliver the certificate(s) representing CST Shares, duly endorsed to WPIG or accompanied by stock powers or other assignments or documents to effectuate transfer of the Shares duly endorsed to WPIG, with (i) all such other documents as may be required to vest in WPIG good and marketable title to the Shares free and clear of any and all Liens (as defined in Section 2.3 hereof), and (ii) all necessary transfer and any other required documentary stamps. The Shareholders shall cause the respective CST to recognize and record the transfers described in this Section 1.4 on its transfer books.
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Delivery of Certificates Representing the Shares. Assignment of Notes. At Closing, Seller shall deliver the certificate(s) representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank, with a medallion signature guarantee from a national bank and in a form otherwise acceptable to Transfer Agent (as defined herein) and with (i) all such other documents as may be required to vest in Buyer good and marketable title to the Shares free and clear of any and all Liens (as defined in Section 2.3 hereof), and (ii) all necessary stock transfer and any other required documentary stamps. At Closing, Seller shall deliver to Buyer the original Notes together with an assignment of the Notes, duly executed by Seller, in a form acceptable to Buyer.
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Delivery of Certificates Representing the Shares. At the Closing, the Company shall deliver to the Escrow Agent, to be held under the terms of the Escrow Agreement, an Irrevocable Letter of Instructions to Transfer Agent, signed by the Vice President and Chief Financial Officer of the Company, instructing ChaseMellon Shareholder Services, L.L.C., the Company's Transfer Agent and Registrar, to issue a stock certificate, registered in the name of the Purchaser, representing the Shares.
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Delivery of Certificates Representing the Shares. On the Effective Date the Grom shareholders shall deliver their certificate(s) representing the Shares, duly endorsed to IA or accompanied by stock powers duly endorsed to IA, with (i) all such other documents as may be required to vest in IA good and marketable title to the Shares free and clear of any and all Liens (as defined in Section 2.3 hereof) and (ii) all necessary stock transfer and any other required documentary stamps.
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Delivery of Certificates Representing the Shares. At Closing, the Shareholders shall deliver the certificate(s) representing the Sunshine Shares, duly endorsed to MWBS or accompanied by stock powers or other assignments or documents to effectuate transfer of the Sunshine Shares duly endorsed to MWBS, with (i) all such other documents as may be required to vest in MWBS good and marketable title to the Sunshine Shares free and clear of any and all Liens (as defined in Section 2.3 hereof), and (ii) all necessary stock transfer and any other required documentary stamps. The Shareholders shall cause Sunshine to recognize and record the transfers described in this Section 1.4 on its transfer books.
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Related to Delivery of Certificates Representing the Shares

  • Delivery of Certificate A certificate of a Lender or an Issuing Bank setting forth the amount or amounts in good faith necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

  • Execution and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

  • Delivery of Certificates Upon the exercise of the Option, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of shares purchased against full payment therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 3.3.

  • Subsequent Delivery of Certificates Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.

  • Delivery of Certificates Upon Exercise Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

  • Delivery of Certificate and New Warrant Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

  • Execution of Certificates The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Trustee's Mortgage Files relating thereto to it and, concurrently with such delivery, has executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, the Trustee's Mortgage Files and the other assets included in the definition of Trust Fund, Certificates duly authenticated by the Trustee in Authorized Denominations evidencing the entire ownership of the Trust Fund.

  • Purchase, Sale and Delivery of Certificates Delivery of and payment for the Certificates shall be made at your office or at such other location as you shall make known at such time as shall be specified in the applicable Terms Agreement, each such time being herein referred to as a “Closing Date.” Delivery of the Certificates shall be made by the Depositor to each Underwriter against payment of the purchase price specified in the applicable Terms Agreement in Federal Funds by wire or check. Unless delivery is made through the facilities of the Depository Trust Company, the Certificates so to be delivered will be in definitive, fully registered form, in such denominations and registered in such names as you request, and will be made available for inspection and packaging at your office at least twenty four hours prior to the applicable Closing Date.

  • Certificates for the Shares Promptly after receipt of payment of the purchase price, AVRS shall instruct its transfer agent to prepare a stock certificate for the purchased Shares for delivery to the Purchaser at the Purchaser’s address set forth on the signature page to this Agreement. Each certificate shall have a legend substantially as follows: THE OFFERED SHARES ARE RESTRICTED SECURITIES PURSUANT TO THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND SUBJECT TO CERTAIN IMPORTANT LIMITATIONS ON THEIR RESALE OR OTHER TRANSFER. THESE SHARES MAY NOT BE RESOLD OR TRANSFERRED UNLESS THE SHARES ARE REGISTERED PURSUANT TO THE ACT AND QUALIFIED PURSUANT TO THE APPLICABLE STATE STATUTES, UNLESS AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS DEMONSTRATED TO THE SATISFACTION OF THE COMPANY.

  • Authentication and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed, authenticated and delivered, to or upon the order of the Depositor, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

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