Borrowed Shares a) Upon the request of Borrower in its sole discretion, Lending Stockholder hereby lends to Borrower [___] shares (“Borrowed Shares”) of freely tradable common stock, par value $0.01, of Company. Borrowed Shares will be issued in electronic form, without restriction on resale, and delivered by Lending Stockholder on the Effective Date, time being of the essence, to a Deposit/Withdrawal At Custodian (“DWAC”) account with Depository Trust Company (“DTC”) specified by Borrower. At any time or from time to time after receipt, Borrower may sell, transfer, assign, encumber or otherwise dispose of the Borrowed Shares in any manner, at any time, and for any consideration, in Borrower’s sole discretion; provided, however, that Borrower shall not vote any Borrowed Shares on any matter.
Borrowed Shares. The number of fully paid ordinary shares in the capital of the Company equal to the number of Shares specified in the Company’s Capital Call Notice as required under clause 3.3(l) of the Facility Agreement. Proposed settlement date of borrowing The date of the Capital Call Notice. Delivery of Borrowed Shares The Borrowed Shares must be delivered to the following account (or such other person as GEM may nominate from time to time) whose CHESS account details and holder identification number is: [to be advised] Maturity Date The earlier of:
Borrowed Shares. The Forward Seller shall, at the Closing Time and each Date of Delivery, if any, have the free and unqualified right to transfer any Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer any such Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.
Borrowed Shares. The Borrower shall have received the Borrowed Shares from the Company pursuant to the terms of the Share Lending Agreement prior to 9:00 a.m. New York City time on the Closing Date.
Borrowed Shares. As of the Effective Date, the Company is not FAST eligible through DTC, but will use reasonable best efforts to become so as soon as practicable. However, provided that sufficient Borrowed Shares are delivered as provided above, Company may put Tranches to Investor irrespective of the FAST requirements of paragraph 1.1 of the Warrant.
Borrowed Shares. At or before the Initial Closing Date, the Borrowed Shares to be issued in accordance with the terms hereof and of the Share Lending Agreements will have been duly authorized and validly reserved for issuance, and, upon issuance in accordance with the terms hereof, will be issued free of statutory and contractual preemptive rights, resale rights, rights of first refusal and similar rights and free of any voting restrictions (and will be free of any restriction, pursuant to the Company’s charter or bylaws or any agreement or other instrument to which the Company is a party, upon the transfer thereof), and will be sufficient in number to meet the requirements of this Agreement and the Share Lending Agreements; such Borrowed Shares, when so issued in accordance with the terms hereof and of the Share Lending Agreements, will be duly and validly issued and fully paid and non-assessable; and any certificates for such Borrowed Shares shall be in due and proper form.
Borrowed Shares. No Forward Purchaser or Forward Seller shall have any liability whatsoever for any Borrowed Shares that the applicable Forward Seller does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior to the Closing Time or any Date of Delivery, as the case may be, and such Forward Seller elects, pursuant to Section 2(c) hereof not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it or (ii) a Forward Seller determines that (A) in connection with establishing its hedge position, it (or its affiliate) is unable to borrow and deliver for sale under this Agreement a number of Common Shares equal to the number of Borrowed Shares to be sold by it hereunder, or (B) it would be impracticable to do so or it would incur a stock loan cost of more than 200 basis points per annum with respect to all or any portion of such shares to do so.
Borrowed Shares. None of the Forward Sellers and the Forward Purchasers shall have any liability whatsoever for any Borrowed Shares that such Forward Seller does not deliver and sell to the Underwriters or any other party if such Forward Seller elects not to, or is otherwise not required to, borrow and deliver for sale to the Underwriters pursuant to Section 2 hereof.
Borrowed Shares. Stockholder hereby lends to Borrower __________ shares (“Borrowed Shares”) of freely tradable common stock, par value $0.001, of Company. Borrowed Shares will be issued in electronic form (if available), without restriction on resale, and delivered by Lending Stockholder on the Effective Date, time being of the essence, in electronic form to an account with Depository Trust Company (“DTC”) specified by Borrower. At any time or from time to time after receipt, Borrower may sell, transfer, assign, encumber or otherwise dispose of the Borrowed Shares in any manner, at any time, and for any consideration, in Borrower’s sole discretion. Provided, however, that Borrower shall not vote any Borrowed Shares on any matter.
Borrowed Shares. Stockholder hereby lends to Borrower __________ shares (“Borrowed Shares”) of freely tradable common stock, par value $0.001, of Company. The Borrowed Shares will be issued in original certificated form bearing no restrictive legend, and will be accompanied by stock powers executed in blank with a medallion signature guarantee. At any time or from time to time after receipt, Borrower may sell, transfer, assign, encumber or otherwise dispose of the Borrowed Shares in any manner, at any time, and for any consideration, in Borrower’s sole discretion; provided, however, that Borrower shall not vote any Borrowed Shares on any matter.
