Common use of Issuance of Ordinary Shares Clause in Contracts

Issuance of Ordinary Shares. Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Ordinary Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Ordinary Shares, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Ordinary Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Ordinary Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Ordinary Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Appears in 3 contracts

Samples: Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD), Purchase Contract Agreement (Xl Capital LTD)

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Issuance of Ordinary Shares. Unless a Termination Event shall have occurred on or prior to the Stock Purchase Contract Settlement Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Contract Settlement Date, upon the Company's its receipt of payment in full of the Purchase Price for the Ordinary Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing the newly issued Ordinary Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Ordinary Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Ordinary Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 5.10 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Ordinary Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Appears in 1 contract

Samples: Purchase Contract Agreement (Ace LTD)

Issuance of Ordinary Shares. Unless a Termination Event shall have occurred occurred, on or prior to the Stock Purchase Date or an Early Settlement or Settlement, a Specified Merger Early Settlement shall have occurred, on and the Stock Purchase Contract Settlement Date, upon the Company's receipt of payment in full of the Purchase Price for the Ordinary Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or 5.04(b), upon receipt of the Company's exercise of its rights as a secured party pursuant to Section 5.4(b)(iii)aggregate Purchase Price payable under all Outstanding Units on such date, the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Ordinary Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Ordinary Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Datesuch date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, Early Settlement Date or Specified Merger Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive forthwith in exchange therefor a certificate representing that number of newly issued whole Ordinary Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units then held by such Holder) ), together with cash in lieu of fractional shares as provided in Section 5.12 5.09 and any dividends or distributions with respect to such shares Ordinary Shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares Ordinary Shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Ordinary Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registeredregistered (but excluding any Depositary or nominee thereof), no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Appears in 1 contract

Samples: Purchase Contract Agreement (Scottish Re Group LTD)

Issuance of Ordinary Shares. Unless a Termination Event shall have occurred on or prior to the Stock Purchase Contract Settlement Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Contract Settlement Date, upon the Company's its receipt of payment in full of the Purchase Price for the Ordinary Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b)(iii5.4(b), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding UnitsSecurities, one or more certificates representing the newly issued Ordinary Shares, Shares registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Ordinary Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Contract Settlement Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), ) to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase Contract Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Ordinary Shares which such Holder is entitled to receive pursuant to the provisions of this Article V Five (after taking into account all Units Securities then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 5.8 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Ordinary Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of the Certificate evidencing such Certificate Purchase Contract or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Appears in 1 contract

Samples: Purchase Contract Agreement (Ace LTD)

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Issuance of Ordinary Shares. Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Early Settlement shall have occurred, on the Stock Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Ordinary Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Ordinary Shares, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Ordinary Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "Purchase Contract Settlement Fund"), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Ordinary Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Ordinary Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Appears in 1 contract

Samples: Purchase Contract Agreement (Xl Capital LTD)

Issuance of Ordinary Shares. Unless a Termination Event shall have occurred on or prior to the Stock Purchase Date or an Early Settlement or a Merger Fundamental Change Early Settlement shall have occurred, on the Stock Purchase Date, upon the Company's receipt of payment in full of the Purchase Price for the Ordinary Shares purchased by the Holders pursuant to the foregoing provisions of this Article and subject to Section 5.6(b5.6(c) or the Company's exercise of its rights as a secured party pursuant to Section 5.4(b)(iii), the Company shall issue and deposit with the Purchase Contract Agent, for the benefit of the Holders of the Outstanding Units, one or more certificates representing the newly issued Ordinary Shares, registered in the name of the Purchase Contract Agent (or its nominee) as custodian for the Holders (such certificates for Ordinary Shares, together with any dividends or distributions for which both a record date and payment date for such dividend or distribution has occurred after the Stock Purchase Date, being hereinafter referred to as the "β€œPurchase Contract Settlement Fund"”), to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Purchase Contract Agent on or after the Stock Purchase Date, Early Settlement Date or Fundamental Change Early Settlement Date, as the case may be, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Ordinary Shares which such Holder is entitled to receive pursuant to the provisions of this Article V (after taking into account all Units then held by such Holder) together with cash in lieu of fractional shares as provided in Section 5.12 5.11 and any dividends or distributions with respect to such shares constituting part of the Purchase Contract Settlement Fund, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions provided by the Holder to the Purchase Contract Agent. If any Ordinary Shares issued in respect of a Purchase Contract are to be registered to a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered Holder of such Certificate or has established to the satisfaction of the Company that such tax either has been paid or is not payable.

Appears in 1 contract

Samples: Purchase Contract Agent Purchase Contract Agreement (Xl Capital LTD)

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