Delivery Against Payment Sample Clauses

Delivery Against Payment. At the Offered Stock Closing, the Transferring Holder shall deliver to the Company or the Purchaser Stockholders, as the case may be, certificates representing the Offered Stock, free and clear of any liens or encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment, to be purchased by the Company or the Purchaser Stockholders, as the case may be, and the Company or the Purchaser Stockholders, as the case may be, shall pay to the Transferring Holder the purchase price for such Offered Stock by cashier's or certified check or by wire transfer of immediately available funds to an account designated by each such Transferring Holder.
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Delivery Against Payment. In accordance with Instructions, Custodian will deliver or cause to be delivered the Account Securities thus designated as sold for the Custodian Account of Company to the broker or other person specified in the Instructions relating to such sale, such delivery to be made only upon receipt of payment therefor in such form as shall be satisfactory to Custodian and Company, with the understanding that Custodian may deliver or cause to be delivered Account Securities for payment in accordance with the reasonable customs prevailing among dealers in securities.
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Delivery Against Payment. 2. The Buyer shall transfer the payment to the designated account of the Supplier and cannot transfer to other account or make the payment in cash without consent from the Supplier. Payment in cash under special circumstance shall be made with the Supplier’s authorization; otherwise, the Buyer shall bear the liability.
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Delivery Against Payment. At the Call Closing, Acquisition Company shall deliver to the Company or third party designated by the Company duly executed instruments transferring title to the Stockholder Shares, Preferred Stock and Warrants to the Company or third party designated by the Company free and clear of all liens and encumbrances, against payment of the appropriate Call Price by cashier's or certified check payable to Acquisition Company or by wire transfer of immediately available funds to an account designated by Acquisition Company.
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Delivery Against Payment. At the JG Put Closing, Jamex X. Xxxxxxx xxxll deliver to the Company certificates representing the shares of Common Stock and Existing Options to be repurchased by the Company free and clear of all liens and encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment, and the Company shall pay to Jamex X. Xxxxxxx xxx purchase price therefore by cashier's check or certified check or by wire transfer of immediately available funds to an account designed by Jamex X. Xxxxxxx; xxovided that, if and to the extent the JG Put is prohibited by any provision of the Credit Agreement or any other agreement, the amount that cannot be paid in cash and the delivery of the corresponding number of shares of Common Stock and/or Existing Options shall be deferred until such payment is not -21- 27 prohibited by any provision of the Credit Agreement or any other agreement. The Company agrees to use commercially reasonable efforts to obtain any waiver, modification, amendment or refinancing (if practicable) in order to fully satisfy its payment obligations under this Section 9.
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Delivery Against Payment. At the Offered Stock Closing, the Transferring Holder shall deliver to the Offeree certificates representing the Offered Stock and public deeds representing the acquisition of Total Shares, free and clear of any liens or encumbrances and duly endorsed in blank or accompanied by duly executed forms of assignment, to be purchased by the Offeree and the Offeree shall pay to the Transferring Holder the purchase price for such Offered Stock by cashier's or certified check or by wire transfer of immediately available funds to an account designated by each such Transferring Holder.
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Delivery Against Payment. Company acknowledges familiarity with the current securities industry practice of delivering physical Securities against later payment on delivery date. Notwithstanding Instructions to deliver Account Securities against payment, Custodian is authorized to make delivery against a temporary receipt (sometimes called a "window ticket") in lieu of payment. Custodian agrees to use its best efforts to obtain payment therefor during the same business day, but Company confirms its sole assumption of all risks of payment for such deliveries. Custodian may accept checks, whether or not certified, in payment for Securities. Custodian assumes no responsibility for the collectability of such checks. The foregoing, to the contrary notwithstanding, in the event that Company makes special arrangements with the party to whom Account Securities are to be delivered for actual payment to be made upon the delivery of such Account Securities and specifies such arrangements in Instructions, and if such arrangements are reasonably acceptable to Custodian, Custodian shall make the delivery in accordance with such Instructions.
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Related to Delivery Against Payment

  • Preferential Collection of Claims Against the Issuer The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Action Against Parties; Notification Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

  • Indemnity Against Claims The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

  • Preferential Collection of Claims Against Company The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against the Issuers The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated therein.

  • Preferential Collection of Claims Against Issuer The Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated.

  • Claims Against Trust Account The Company agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and BCAC on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.03 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim they may have, now or in the future and will not seek recourse against the Trust Fund for any reason whatsoever in respect thereof; provided, however, that the foregoing waiver will not limit or prohibit the Company from pursuing a claim against BCAC, Merger Sub or any other person (a) for legal relief against monies or other assets of BCAC or Merger Sub held outside of the Trust Account or for specific performance or other equitable relief in connection with the Transactions or (b) for damages for breach of this Agreement against BCAC (or any successor entity) or Merger Sub in the event this Agreement is terminated for any reason and BCAC consummates a business combination transaction with another party. In the event that the Company commences any action or proceeding against or involving the Trust Fund in violation of the foregoing, BCAC shall be entitled to recover from the Company the associated reasonable legal fees and costs in connection with any such action, in the event BCAC prevails in such action or proceeding.

  • Prohibition Against Recording Except as provided in Section 29.4 of this Lease, neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.

  • No Claim Against the Trust Account The Company, on behalf of itself and the Company Equityholders and other Affiliates, represents and warrants that it has read the IPO Prospectus and other SEC Reports, the Acquiror Organizational Documents, and the Trust Agreement and understands that Acquiror established the Trust Account containing the proceeds of its initial public offering (the “IPO”) and the overallotment securities acquired by Acquiror’s underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Acquiror’s public stockholders (including overallotment shares acquired by Acquiror’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, Acquiror may disburse monies from the Trust Account only: (a) to the Public Stockholders if they elect to redeem their Acquiror shares in connection with the consummation of Acquiror’s initial business combination or in connection with an extension of Acquiror’s deadline to consummate a business combination; (b) to the Public Stockholders if Acquiror fails to consummate a business combination within 24 months after the closing of the IPO, subject to extension by an amendment to the Acquiror Organizational Documents; (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any franchise or income taxes; or (d) to Acquiror after or concurrently with the consummation of a business combination. The Company, on behalf of itself and the Company Equityholders and other Affiliates, acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, neither the Company, nor any of the Company Equityholders or Affiliates, do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed or actual business relationship between Acquiror or its Representatives, on the one hand, and the Company, the Company Equityholders and their Representatives, on the other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). The Company, on behalf of itself and the Company Equityholders and other Affiliates, (i) hereby irrevocably waive any Released Claims that the Company, the Company Equityholders and its respective Affiliates may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with Acquiror or its Representatives and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever to the extent arising out of the Released Claims (including for an alleged breach of this Agreement or any other agreement with Acquiror or its Affiliates), (ii) agree and acknowledge that such irrevocable waiver is material to this Agreement and the Transactions and specifically relied upon by Acquiror to induce Acquiror to enter into this Agreement, and (iii) intend and understand such waiver to be valid, binding and enforceable against the Company, the Company Equityholders and its respective Affiliates under applicable Law. To the extent the Company, the Company Equityholders and its respective Affiliates commence any Action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Acquiror or its Representatives, which proceeding seeks, in whole or in part, monetary relief against Acquiror or its Representatives, the Company, on behalf of itself and the Company Equityholders and other Affiliates, hereby acknowledge and agree that the Company, the Company Equityholders and their Affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit such Persons (or any Person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. This Section 6.03 shall survive the termination of this Agreement for any reason.

  • Preferential Collection of Claims Against Issuing Entity The Indenture Trustee shall comply with TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). An Indenture Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

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