Delivery by Company. As soon as practicable after the vesting of Performance Share Units, and any related Unpaid RSU Dividend Equivalents, and subject to the withholding referred to in Section 17 of this Agreement, the Company will deliver or cause to be delivered to or at the direction of the Grantee (i)(a) a certificate or certificates issued or transferred in the Grantee’s name for the Shares represented by such vested Performance Share Units, (b) a statement of holdings reflecting that the Shares represented by such vested Performance Share Units are held for the benefit of the Grantee in uncertificated form by a third party service provider designated by the Company, or (c) a confirmation of deposit of the Shares represented by such vested Performance Share Units, in book-entry form, into the broker’s account designated by the Grantee, (ii) any securities constituting related vested Unpaid RSU Dividend Equivalents by any applicable method specified in clause (i) above, and (iii) any cash payment constituting related vested Unpaid RSU Dividend Equivalents. Any delivery of securities will be deemed effected for all purposes when (1) a certificate representing or statement of holdings reflecting such securities and, in the case of any Unpaid RSU Dividend Equivalents, any other documents necessary to reflect ownership thereof by the Grantee has been delivered personally to the Grantee or, if delivery is by mail, when the Company or its share transfer agent has deposited the certificate or statement of holdings and/or such other documents in the United States or local country mail, addressed to the Grantee, or (2) confirmation of deposit into the designated broker’s account of such securities, in written or electronic format, is first made available to the Grantee. Any cash payment will be deemed effected when a check from the Company, payable to or at the direction of the Grantee and in the amount equal to the amount of the cash payment, has been delivered personally to or at the direction of the Grantee or deposited in the United States mail, addressed to the Grantee or his or her nominee.
Delivery by Company. The Company shall have duly executed and delivered to such Investor (A) each of the other Transaction Documents such Investor is party to and (B) copies by mail, fax or e-mail of the Notes being purchased by such Investor(s) pursuant to this Agreement as is set forth on the signature page.
Delivery by Company. The Company shall have duly executed and delivered to the Investor (A) each of the other Transaction Documents and (B) an instruction letter to the Company’s transfer agent regarding the issuance of the Transaction Securities being purchased by such Investor at the Closing pursuant to this Agreement and the other Transaction Documents.
Delivery by Company. The Company shall have duly executed and delivered to each Investor each of the other Transaction Documents.
Delivery by Company. The Company shall have duly executed and delivered to such Investor (A) each of the other Transaction Documents and (B) the Notes in the Principal Amount as is set forth on Exhibit A-1 or Exhibit A-2, as the case may be, being purchased by such Investor at the Closing pursuant to this Agreement.
Delivery by Company. At the Closing, the Company will deliver to Subscriber:
i. A letter indicating it will issue the share certificate as soon as possible after approval by the shareholders of the Company of an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 10,000,000 to 20,000,000, and
ii. Warrants to purchase 1,000,000 shares of Stock at a price of $0.25 per share.
Delivery by Company. At the Closing, Company will deliver to Stockholder (i) cash in amount of $1.00 and (ii) the Dividend Agreement, in form and on terms satisfactory to the Stockholder.
Delivery by Company. At the Closing, in exchange for the Shares and the Designated Options, the Company is delivering to the Seller:
(i) the Seller’s promissory note payable to the Company in the original principal amount of $328,210.99 (the “Seller’s Promissory Note”), marked “PAID IN FULL” (it being understood and agreed that the Company is canceling such Seller’s Promissory Note in connection with the sale of Shares contemplated hereby and releasing the Seller from all liability thereunder, whether for principal interest, fees, costs or otherwise);
(ii) an amount equal to the Purchase Price minus the aggregate of outstanding principal amount of the Seller’s Promissory Note and accrued unpaid interest thereon as of immediately prior to the Closing, in cash (the “Cash Payment”) by three separate wire transfers of immediately available funds, the first in the amount of $6,305,237.50 to the following bank account: Bank Name: U.S. Bank Bank Address: 000 X. Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 ABA #: 000000000 FBO Xxxxxx X. Xxxxx & Company Account #: 000-000-000 Account Name: FFC Baird customer account #5227-9068, Xxxxx X Xxxxxx the second in the amount of $6,305,237.50 to the following bank account: Bank Name: Wilmington Trust Company Bank Address: Xxxxxx Xxxxxx Xxxxx, Xxxxxxxxxx, XX 00000 ABA #: 000000000 Account #: 57550-0 Account Name: Xxxxx X. Xxxxxx and the third in the amount of $2,162,965 to the following bank account: Bank Name: XX Xxxxxx Xxxxx NY ABA #: 000000000 FBO Xxxxxxx Xxxxx Barney Account #: 066-198038 Account Name: FFC 000-00000-00000 Remarks: Contact Person: Xxxxx Xxxxxxxx — Xxxxxxx Xxxxx Xxxxxx Telephone: (000) 000-0000 or (000) 000-0000
(iii) an opinion of Xxxxxx & Xxxxxxx LLP in the form attached as Exhibit A hereto; and
(iv) all director fees owed to the Seller in the aggregate amount of $2,500, which amount represents the Seller’s quarterly director fee for services as a director of the Company during the first fiscal quarter of 2004, payable in cash by two wire transfers of immediately available funds, one in the amount of $1,250 to the first account designated in subparagraph 2(a)(ii) above and a second in the amount of $1,250 to the second account designated in subparagraph 2(a)(ii) above.
Delivery by Company. As soon as practicable after the vesting of Performance RSUs, and any related RSU Dividend Equivalents, and subject to the withholding referred to in Section 14 of this Agreement, the Company will deliver or cause to be delivered to or at the direction of the Grantee (i)(a) a certificate issued or transferred in the Grantee’s name for the Shares represented by such Performance RSUs, (b) a statement of holdings reflecting that the Shares represented by such Performance RSUs are for the benefit of the Grantee in uncertificated form by a third party service provider designated by the Company, or (c) a confirmation of deposit of the Shares represented by such vested Performance RSUs, in book-entry form, into the broker’s account designated by the Grantee, (ii) any securities constituting related vested RSU Dividend Equivalents by any applicable method specified in clause (i) above, and (iii) any cash payment constituting related vested RSU Dividend Equivalents. Any delivery of securities will be deemed effected for all purposes when (1) a certificate representing or statement of holdings reflecting such securities and, in the case of any RSU Dividend Equivalents, any other documents necessary to reflect ownership thereof by the Grantee has been be made available to the Grantee in written or electronic format, or (2) confirmation of deposit into the designated broker’s account of such securities, in written or electronic format, is first made available to the Grantee. Any cash payment will be deemed effected when a check from the Company, payable to or at the direction of the Grantee and in the amount equal to the amount of the cash payment, has been delivered personally to or at the direction of the Grantee or deposited in the United States or local mail, addressed to the Grantee or his or her nominee.
Delivery by Company. As soon as practicable after the vesting of Restricted Stock Units, and any related Unpaid RSU Dividend Equivalents, pursuant to Section 5 or 6 hereof or Section 10.1(b) of the Plan (but no later than March 15 of the calendar year following the year in which such vesting occurs), and subject to the withholding referred to in Section 12 of this Agreement, the Company will (a) cause to be issued and transferred to a brokerage account through Depository Trust Company for the benefit of the Grantee, or cause to be issued and delivered to the Grantee, certificates issued in the Grantee’s name for, that number and type of shares of Common Stock represented by such vested Restricted Stock Units and any securities representing related vested Unpaid RSU Dividend Equivalents, and (b) cause to be delivered to the Grantee any cash payment representing related vested Unpaid RSU Dividend Equivalents. Any delivery of
