Delivery of Backstop Purchase Shares. (i) The Company shall register the Purchaser as the owner of the Backstop Purchase Shares purchased by the Purchaser hereunder (individually or collectively, the “Securities”) in the register of members of the Company and with the Company’s transfer agent by book-entry on or promptly after (but in no event more than two (2) Business Days after) the date of the BPS Closing. (ii) Each register and book-entry for the Backstop Purchase Shares purchased by the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Backstop Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
Appears in 2 contracts
Samples: Backstop Facility Agreement (CC Neuberger Principal Holdings III), Backstop Facility Agreement (CC Neuberger Principal Holdings II)
Delivery of Backstop Purchase Shares. (i) The Company shall register the Purchaser as the owner of the Backstop Purchase Shares purchased by the Purchaser hereunder (individually or collectively, the “Securities”) in the register of members stockholders of the Company and with the Company’s transfer agent by book-book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the BPS Closing.
(ii) Each In addition to any notation or legend required under the Investor Rights Agreement or the Registration Rights Agreement, each register and book-book entry for the Backstop Purchase Shares purchased by the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Backstop Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
Appears in 2 contracts
Samples: Backstop Facility Agreement (Cannae Holdings, Inc.), Backstop Facility Agreement (Austerlitz Acquisition Corp I)
Delivery of Backstop Purchase Shares. (i) The Company shall register the Purchaser as the owner of the Backstop Purchase Shares purchased by the Purchaser hereunder (individually or collectively, the “Securities”) in the register of members of the Company and with the Company’s transfer agent by book-book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the BPS Closing.
(ii) Each register and book-book entry for the Backstop Purchase Shares purchased by the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Backstop Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
Appears in 1 contract
Samples: Backstop Agreement (CC Neuberger Principal Holdings I)
Delivery of Backstop Purchase Shares. (i) The Company shall register the Purchaser as the owner of the Backstop Purchase Shares purchased by the Purchaser hereunder (individually or collectively, the “Securities”) in the register of members stockholders of the Company and with the Company’s transfer agent by book-book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the BPS Closing.
(ii) Each register and book-book entry for the Backstop Purchase Shares purchased by the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Backstop Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
Appears in 1 contract
Samples: Backstop Agreement (GS Acquisition Holdings Corp II)
Delivery of Backstop Purchase Shares. (i) The Company Svac shall register the Purchaser as the owner of the Backstop Purchase Shares purchased received by the Purchaser hereunder (individually or collectively, the “Securities”) in the register of members shareholders of the Company Svac and with the CompanySvac’s transfer agent by book-book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the BPS Closing.
(ii) Each In addition to any notation or legend required under any applicable agreement of Svac, each register and book-book entry for the Backstop Purchase Shares purchased received by the Purchaser hereunder shall contain a notation, and each certificate (if any) evidencing the Backstop Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
Appears in 1 contract
Samples: Backstop Agreement (Sports Ventures Acquisition Corp.)