Replacement Shares Sample Clauses

Replacement Shares. Transfer Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Transfer Agent of an open penalty surety bond satisfactory to it and holding it and Fund harmless, absent notice to Agent that such certificates have been acquired by a bona fide purchaser. Transfer Agent may, at its option, issue replacement Shares for mutilated certificates upon presentation thereof without such indemnity. Transfer Agent may, at its sole option, accept indemnification from Fund to issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond. Transfer Agent shall charge Shareholders an administrative fee for replacement of lost certificates, which shall be charged only once in instances where a single surety bond obtained covers multiple certificates. Transfer Agent may receive compensation, including in the form of surety premiums, for administrative services provided in connection with surety programs offered to Shareholders.
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Replacement Shares. Transfer Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Transfer Agent of an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Transfer Agent that such certificates have been acquired by a bona fide purchaser. Transfer Agent may, at its option, issue replacement Shares for mutilated stock certificates upon presentation thereof without such indemnity. Transfer Agent may, at its sole option, accept indemnification from Company to issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed in lieu of an open penalty bond.
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Replacement Shares. Notwithstanding anything to the contrary herein, if (a) for any reason Xxxxxxxx has breached or is otherwise in default with respect to any of his representations, warranties, covenants or agreements set forth herein, (b) each Seller (other than Xxxxxxxx) shall have satisfied the conditions contained in Section 6.2 that are applicable to such Seller and (c) Xxxxxxxx has not cured such breaches or defaults within two (2) Business Days following receipt of notice from the Sellers (other than Xxxxxxxx) stating that the conditions in clauses (a) and (b) in this Section 6.4 have been satisfied, then (I) Xxxxxxxx shall immediately and automatically forfeit, and be deemed to have forfeited, all rights under this Agreement, including, without limitation, the right to sell the Xxxxxxxx Shares to the Purchaser pursuant to this Agreement and the Sellers (other than Xxxxxxxx) shall be entitled to seek all available remedies against Xxxxxxxx (including, without limitation, damages for any difference between the purchase price received for the Replacement Shares hereunder and the cost of acquiring the Replacement Shares), (II) the Sellers (other than Xxxxxxxx) shall have the right, but not the obligation, to acquire and deliver the amount of shares of Common Stock necessary to replace the Xxxxxxxx Shares (such shares of Common Stock, the “Replacement Shares”) and (III) the Purchaser shall be obligated to (y) accept such Replacement Shares in lieu of the Xxxxxxxx Shares and (z) subject to the remaining terms and conditions of this Agreement, satisfy all of its obligations hereunder, including, without limitation, its obligations under Section 2.4. Upon the acquisition of the Replacement Shares by the Sellers (other than Xxxxxxxx) (i) Schedule I attached hereto shall be promptly updated to remove Xxxxxxxx and to reflect the ownership of the Replacement Shares by the applicable Seller or Sellers, (ii) the representations and warranties made with respect to the Replacement Shares (other than the representations and warranties contained in the third sentence of Section 3.3, which will not be made with respect to the Replacement Shares) shall be made, severally and not jointly, by the applicable Seller or Sellers that own the Replacement Shares and (iii) all other conditions in Section 6.2 that would have otherwise been related to Xxxxxxxx or the Xxxxxxxx Shares shall be deemed to relate, to the extent applicable, to the applicable Seller or Sellers that own the Replacement S...
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Replacement Shares. Transfer Agent shall issue replacement Shares for those certificates alleged to have been lost, stolen or destroyed, upon receipt by Transfer Agent of an open penalty surety bond satisfactory to it and holding it and Company harmless, absent notice to Transfer Agent that such certificates have been acquired by a bona fide purchaser. Transfer Agent may, at its option, issue replacement Shares for mutilated stock certificates upon presentation thereof without such indemnity.
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Replacement Shares. Each Pledgor severally represents and warrants as follows:
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Replacement Shares. If a mutilated Share is surrendered to the Company or if a Shareholder claims and submits an affidavit or other evidence, satisfactory to the Company, to the effect that a Share has been lost, destroyed or wrongfully taken, the Company shall issue a replacement Share if the Company’s reasonable requirements are met. If required by the Company, such Shareholder must provide an indemnity bond, or other form of indemnity, sufficient in the judgment of the Company to protect the Company against any loss which may be suffered. The Company may charge such Shareholder for its reasonable out-of-pocket expenses in replacing a Share which has been mutilated, lost, destroyed or wrongfully taken.
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Replacement Shares. Any and all new or substituted shares, other securities or other property distributed with respect to the Shares as a result of any merger, consolidation or reorganization of the Company or any recapitalization, stock dividend, stock split-up, reclassification or other change declared or made in the capital structure of the Company; and
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Related to Replacement Shares

  • Replacement Warrants If any mutilated Warrant is surrendered to the Warrant Agent or the Company and the Warrant Agent receives evidence to its satisfaction of the destruction, loss or theft of any Warrant, the Company shall issue and the Warrant Agent, upon receipt of a Warrant Countersignature Order, shall countersign a replacement Warrant if the Warrant Agent's requirements are met. If required by the Warrant Agent or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Warrant Agent and the Company to protect the Company, the Warrant Agent, any Agent and any agent for purposes of the countersignature from any loss that any of them may suffer if a Warrant is replaced. The Company may charge for its expenses in replacing a Warrant. Every replacement Warrant is an additional warrant of the Company and shall be entitled to all of the benefits of this Warrant Agreement equally and proportionately with all other Warrants duly issued hereunder.

  • Commitment Shares In consideration for the Investor’s execution and delivery of this Agreement, concurrently with the execution and delivery of this Agreement on the Closing Date, the Company shall deliver irrevocable instructions to its transfer agent to issue to the Investor, not later than 4:00 p.m. (New York City time) on the Trading Day immediately following the Closing Date, one or more certificate(s) or book-entry statement(s) representing the Commitment Shares in the name of the Investor or its designee (in which case such designee name shall have been provided to the Company prior to the Closing Date). Such certificate or book-entry statement shall be delivered to the Investor by overnight courier at its address set forth in Section 10.4. For the avoidance of doubt, all of the Commitment Shares shall be fully earned as of the Closing Date regardless of whether any Fixed Purchases are issued by the Company or settled hereunder or any termination of this Agreement. Upon issuance, the Commitment Shares shall constitute “restricted securities” as such term is defined in Rule 144(a)(3) under the Securities Act and, subject to the provisions of subsection (iv) of this Section 10.1, the certificate or book-entry statement representing the Commitment Shares shall bear the restrictive legend set forth below in subsection (iii) of this Section 10.1. The Commitment Shares shall constitute Registrable Securities and shall be included in the Initial Registration Statement and any post-effective amendment thereto, and the Prospectus included therein and, if necessary to register the resale thereof by the Investor under the Securities Act, in any New Registration Statement and any post-effective amendment thereto, in each case in accordance with this Agreement and the Registration Rights Agreement.

  • Replacement Warrant In the event of any partial exercise of this Warrant, upon tender of this Warrant to the Company, the Company shall issue a new Warrant containing the same terms and conditions as this Warrant but calling on the face thereof for the number of shares of Warrant Stock equal to the number of shares called for on the face of this Warrant minus the number of shares of Warrant Stock issued upon the partial exercise of this Warrant.

  • Settlement Shares (a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Legended Securities Each certificate for a Note will bear the legend contained in “Notice to Investors” in the Preliminary Offering Memorandum for the time period and upon the other terms stated in the Preliminary Offering Memorandum.

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