Delivery of Backstop Shares Sample Clauses

Delivery of Backstop Shares. (i) The Company shall register the Purchaser as the owner of the Backstop Shares received by the Purchaser hereunder (individually or collectively, the “Securities”) in the register of stockholders 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.
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Delivery of Backstop Shares. (i) Parent shall register each Purchasing Party as the owner of the Backstop Shares it was issued pursuant to Section 2(a) on Parent’s share register and with Parent’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 Share Purchase Closing.
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Delivery of Backstop Shares. Subject to the terms hereof, each Investor’s purchase of its Backstop Purchase Amount (the “Backstop Closing”) shall occur at the same time on the same date and concurrently with but immediately prior to the Intermediate Merger Closing and the satisfaction of the related conditions thereto as provided in the Business Combination Agreement, as in effect on the date hereof (the date on which the Backstop Closing occurs being referred to as the “Backstop Closing Date”). At least one (1) Business Day prior to the Backstop Closing Date, each Investor shall deliver to the Company its respective purchase price for its Backstop Purchase Amount, if any, by wire transfer of U.S. dollars in immediately available funds to the escrow account specified in the Company Notice to be held in escrow for the Noteholder until the Backstop Closing with such escrow arrangements to be mutually satisfactory to the Company and the Investors. Concurrently with the consummation of the Intermediate Merger Closing on the Backstop Closing Date, (A) the Company shall instruct the escrow agent to deliver, and shall cause the escrow agent to deliver, to the Noteholder by wire transfer of U.S. dollars in immediately available funds to an account specified in writing by the Noteholder to the Company the aggregate of all Backstop Purchase Amounts, (B) upon such payment, immediately following the closing of the Mergers, Pubco shall issue the applicable Backstop Shares issuable to such Investor in book-entry form, free and clear of any liens, registered in the name of such Investor (or its nominee in accordance with its delivery instructions), or to a custodian designated by such Investor, as applicable and (C) any New Notes delivered into escrow pursuant to Section 1(b) above shall be deemed to be satisfied in full and shall be returned to the Company. In the event the consummation of the Mergers (including the Intermediate Merger Closing) does not occur within ten (10) Business Days of the anticipated Backstop Closing Date set forth in the Company Notice (the “Long-Stop Date”), the Company shall direct the escrow agent to promptly (but not later than one (1) Business Day thereafter) return the aggregate Backstop Purchase Amounts to the Investors, as applicable, at which time this Agreement shall terminate pursuant to Section 9 hereof (and be of no further force or effect) and no subsequent Company Notice may be provided. The Investors shall be express third party beneficiaries of the escrow a...
Sample 1
Delivery of Backstop Shares. (i) The Company shall deliver to the Purchaser (x) at the Backstop Closing, the Backstop Shares in book entry form, free and clear of any liens or other restrictions (other than those arising under applicable securities laws, the Certificate of Designations or the Investor Rights Agreement), in the name of the Purchaser (or its nominee in accordance with its delivery instructions) or to a custodian designated by Purchaser and (y) as promptly as practicable (but not later than one (1) business day) after the Backstop Closing, written notice from the transfer agent of the Company evidencing the issuance to the Purchaser of the Backstop Shares on and as of the Backstop Closing (individually or collectively, the “Securities”).
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Related to Delivery of Backstop Shares

  • Delivery of Option Shares The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after payment therefor.

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • Delivery of Shares Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

  • Delivery of Units As soon as practicable after each surrender of Warrants in whole or in part on the Call Date and upon satisfaction of all other requirements described in the Warrants and in Section 1.1 hereof, the Warrant Agent shall instruct the Trustee to confirm that the transfer specified under the "Callable Series" provisions of Schedule I has occurred and to cause a distribution of Trust Property to the Warrantholder as an Optional Exchange taking into account Section 1.1(i) above, if applicable. A surrender of the Warrants shall be deemed to be a simultaneous surrender of the Class A Units and Class B Units acquired in exchange therefor. If such exercise is in part only, the Warrant Agent shall instruct the Trustee to authenticate new Warrants of like tenor, representing the outstanding Warrants of the Warrantholder and the Warrant Agent shall deliver such Warrants to the Warrantholder. In each case, the Trustee shall act in accordance with such instructions.

  • Delivery of Conversion Shares As soon as practicable after any conversion in accordance with this Note and in any event within two (2) Trading Days thereafter (such date, the “Share Delivery Date”), the Maker shall, at its expense, cause to be issued in the name of and delivered to the Holder, or as the Holder may direct, a certificate or certificates evidencing the number of fully paid and nonassessable shares of Common Stock to which the Holder shall be entitled on such conversion (the “Conversion Shares”), in such denominations as may be requested by the Holder, which certificate or certificates shall be free of restrictive and trading legends (except for any such legends as may be required under the Securities Act). In lieu of delivering physical certificates for the shares of Common Stock issuable upon any conversion of this Note, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program or a similar program, upon request of the Holder, the Company shall cause its transfer agent to electronically transmit such shares of Common Stock issuable upon conversion of this Note to the Holder (or its designee), by crediting the account of the Holder’s (or such designee’s) broker with DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock certificates shall apply) as instructed by the Holder (or its designee).

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

  • Delivery of Warrants (a) On the date hereof, the Borrower shall issue to the Lenders warrants to purchase an aggregate of six million two hundred fifty thousand shares of Common Stock, in substantially the form set forth on Exhibit E hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Warrants”) at an initial Exercise Price of $1.39 (the “Initial Warrant Exercise Price”) and an expiration date of March 17, 2020.

  • Delivery of Unlegended Shares a) Within three (3) business days (such third business day being the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Conversion Shares, or any other Common Stock held by the Purchaser has been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Purchaser and, if required, Purchaser’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Purchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends including the legend set forth in Section 4(h) above (the “Unlegended Shares”); and (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Common Stock certificate, if any, to the Purchaser at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.

  • Book Entry Delivery of Shares Whenever reference in this Agreement is made to the issuance or delivery of certificates representing one or more Shares, the Company may elect to issue or deliver such Shares in book entry form in lieu of certificates.

  • Delivery of the Common Shares The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

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