Borrowed Shares a) Lending Stockholder hereby lends [ ] shares (“Borrowed Shares”) of common stock, par value $0.001 per share, of Company to Borrower. Borrowed Shares will be delivered without restrictive legend. 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.
b) Notwithstanding any other provision, the aggregate amount of Borrowed Shares under this Agreement shall not exceed 9.99% of the total outstanding shares of common stock of the Company as of the Effective Date.
c) During the period in which Borrower is in possession of Borrowed Shares (but not to the extent that Borrower is no longer in possession or control of any or all such shares), Lending Stockholder shall be entitled to exercise any and all rights applicable to the Borrowed Shares, including, but not limited to, the right to vote and receive dividends or distributions.
d) Lending Stockholder may demand return of some or all of the Borrowed Shares (or an equal number of freely tradable shares of common stock of the Company) at any time on or after the six-month anniversary date such Borrowed Shares were loaned to Borrower; provided, however, no such demand may be made if there is any convertible debt or shares of preferred stock of Company then outstanding. If a permitted return demand is made, Investor shall return the Borrowed Shares (or an equal number of freely tradable shares of common stock of the Company) within 10 days after such demand.
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: Maturity Date The earlier of:
Borrowed Shares. Such 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, encumbrance, claim or equity; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.
Borrowed Shares. The Borrower shall have received from the Company the Borrowed Shares 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. The Borrower shall have received from the Company the number of Borrowed Shares properly requested under any Borrowing Notice (as defined in the Share Lending Agreement) delivered pursuant to the terms of the Share Lending Agreement prior to 9:00 a.m. New York City time on the First Closing Date or Option Closing Date (as the case may be).
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. 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.
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. 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. 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.
