Delivery of Buyer Common Stock Sample Clauses

Delivery of Buyer Common Stock. Buyer shall deliver to each Globisens Shareholder, stock certificates registered in the name of each of the Globisens Shareholders or the Common Stock Trustee and evidencing his or its Pro Rata Entitlement of Buyer Common Stock. The Buyer Common Stock shall be accompanied by a separate stock power, duly executed in blank by each Globisens Shareholder, to be delivered by the Common Stock Trustee to the Buyer if the Put Option is exercised pursuant to Section 1.4 of this Agreement. Similarly, the Buyer Shares shall be delivered to the Common Stock Trustee to be held pursuant to Section 1.4(c) of this Agreement.
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Delivery of Buyer Common Stock. (a) Each Stockholder acknowledges that (i) such Stockholder must bear the economic risk of holding any Buyer Common Stock issued in connection with this Agreement (the "Restricted Stock") for an indefinite period of time because the Restricted Stock has not been registered under the Securities Act or applicable state securities laws, and therefore cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or unless exemptions from such registrations are available, (ii) the transferability of the Restricted Stock is restricted and (iii) legends substantially in the following form will be placed on the certificate(s) representing the Restricted Stock: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE ACT (AND A CURRENT PROSPECTUS) IS IN EFFECT AS TO THE SECURITIES, (2) AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE OR (3) THE SECURITIES ARE SOLD PURSUANT TO RULE 144 ADOPTED PURSUANT TO THE ACT. IF A REGISTRATION STATEMENT UNDER THE ACT IS NOT IN EFFECT AS TO THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE SECURITIES MAY NOT BE DISPOSED OF OR TRANSFERRED WITHOUT FIRST OBTAINING AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO THE ISSUER OF THESE SECURITIES, THAT SUCH DISPOSITION OR TRANSFER CAN LAWFULLY BE MADE WITHOUT REGISTRATION PURSUANT TO THE ACT. PLEDGE, SALE, ASSIGNMENT, TRANSFER OR DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS CONTAINED IN THE REGISTRATION RIGHTS AND LOCKUP AGREEMENT AND/OR PLEDGE AGREEMENT AS THE CASE MAY BE, BETWEEN THE ISSUER OF THESE SECURITIES AND THE HOLDER OF THIS CERTIFICATE, A COPY OF WHICH AGREEMENT IS ON FILE IN THE OFFICE OF THE SECRETARY OF THE ISSUER.
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Delivery of Buyer Common Stock. . . 3 Section 1.4
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Delivery of Buyer Common Stock. Subject to the terms and conditions of this Agreement, at the Closing the Buyer shall deliver to McGaxxx xxx Accu-Fab the aggregate number of shares of Buyer Common Stock issuable pursuant to this Section 1.3 (the "Buyer Shares"). The number of Buyer Shares to be delivered to McGaxxx xxx Accu-Fab shall be equal to the quotient obtained by dividing $4,170,027 by the Buyer Closing Price. For purposes hereof, "Buyer Closing Price" shall mean the average of the high and low sales price for shares of Buyer Common Stock on the Nasdaq National Market for each of the five (5) trading days immediately preceding the Closing Date. The Purchase Price for the Shares being sold by the Selling Shareholders shall be allocated between the Selling Shareholders in the manner set forth in SCHEDULE 1.2. ------------ In addition, Accu-Fab will have the right to require the Buyer to repurchase their allocation of the Buyer Shares, for one year from the date of the Closing, at a price per share equal to the Buyer Closing Price.
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Delivery of Buyer Common Stock. (a) In consideration of the acquisition of the Company Shares, the Buyer hereby agrees to issue, against delivery of the Company Shares, an aggregate of 944,213 shares of the Buyer's Common Stock (the "Buyer's Shares") of which 755,351 Buyer's Shares shall be delivered to the Stockholders at the Closing, with each Stockholder to receive that number of Buyer's Shares set forth opposite his or its name set forth on Schedule 2.2(a) hereto and of which 188,862 Buyer's Shares (the "Escrow Shares") shall be delivered to State Street Bank and Trust Company, as escrow agent (the "Escrow Agent"), such Buyer's Shares to be held by the Escrow Agent pursuant to an Escrow Agreement substantially in the form of Exhibit A annexed hereto (the "Escrow Agreement"). The Escrow Agreement shall provide that Escrow Shares in excess of Escrow Shares having an aggregate fair market value (as set forth in Section 3(g) of the Escrow Agreement) of $2,300,000, if any, shall be released from escrow upon the first anniversary of the Closing Date and that the then remaining Escrow Shares shall be released from escrow upon the second anniversary of the Closing Date, in each case in accordance with the terms and conditions of the Escrow Agreement. The number of Buyer's Shares to be issued as consideration for each Company Share shall be equal to the "Applicable Fraction" (as defined in Section 2.2(b) hereof).
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Delivery of Buyer Common Stock. Buyer shall have delivered to Seller and Escrow Agent, respectively, the number of shares of Buyer Common Stock specified in Section 2.2 hereof.
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Related to Delivery of Buyer Common Stock

  • Buyer Common Stock Except for shares of Buyer Common Stock owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares), which shall be converted into treasury stock of Buyer as contemplated by Section 1.4 hereof, the shares of Buyer Common Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and such shares shall remain issued and outstanding.

  • Purchaser Common Stock Each share of common stock, par value $0.001 per share, of the Purchaser (the “Purchaser Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

  • 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.

  • Delivery of Common Stock Subject to the terms of the Plan and Section 6 below, if the RSUs awarded by this Agreement become vested, the Company shall promptly distribute to Employee the number of shares of Common Stock equal to the number of the RSUs that so vested; provided that to the extent required by Code Section 409A, delivery of shares of Common Stock upon a Participant’s “separation from service” within the meaning of Code Section 409A shall be deferred until the six month anniversary of such separation from service. In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company and provide therein customary representations and warranties related to the receipt of such shares of Common Stock.

  • Delivery of Shares of Common Stock As soon as reasonably practicable following the date of vesting pursuant to the Vesting Period, or Executive’s earlier termination of employment or other event entitling Executive to vest in the RSUs pursuant to Paragraph 3, subject to Section 9(i), Newmont shall cause to be delivered to Executive a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Paragraph 5) deliverable to Executive in accordance with the provisions of this Agreement; provided, however, that Newmont may allow Executive to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Executive’s tax withholding obligations with respect to such Common Stock), sold on behalf of Executive, with the cash proceeds thereof, net of tax withholding, remitted to Executive, in lieu of Executive receiving a stock certificate or electronic delivery of shares in a direct registration system.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Delivery of the Shares at Closing The completion of the purchase and sale of the Shares (the “Closing”) shall occur (the “Closing Date”) on January 24, 2003, at the offices of the Company’s counsel. At the Closing, the Company shall deliver to the Investor one or more stock certificates representing the number of Shares set forth in Section 3 of the Stock Purchase Agreement, each such certificate to be registered in the name of the Investor or, if so indicated on the signature page of the Stock Purchase Agreement, in the name of a nominee designated by the Investor. The Company’s obligation to issue the Shares to the Investor shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of a certified or official bank check or wire transfer of funds in the full amount of the purchase price for the Shares being purchased hereunder as set forth in Section 3 of the Stock Purchase Agreement; (b) completion of the purchases and sales under the Agreements with the Other Investors; (c) the accuracy of the representations and warranties made by the Investors and the fulfillment of those undertakings of the Investors to be fulfilled prior to the Closing; and (d) the Closing Date shall have occurred by January 27, 2003. The Investor’s obligation to purchase the Shares shall be subject to the following conditions, any one or more of which may be waived by the Investor: (a) Investors shall have executed Agreements for the purchase of at least 2,045,453 Shares, (b) the representations and warranties of the Company set forth herein shall be true and correct as of the Closing Date in all material respects (except for representations and warranties that speak as of a specific date, which representations and warranties shall be true and correct as of such date) and (c) the Investor shall have received such documents as such Investor shall reasonably have requested, including, a standard opinion of the Company’s counsel as to the matters set forth in Section 4.2 and as to exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), of the sale of the 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 the Shares at the Closing The completion of the purchase and sale of the Shares (the "Closing") shall occur within three business days (or on such other later date as the Placement Agent and the Company both agree) of the date of receipt by the Company of confirmation by the Securities and Exchange Commission (the "Commission") of the Commission's willingness to declare effective the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the "Registration Statement") at a place and time (the "Closing Date") to be agreed upon by the Company and the Placement Agent and of which the Purchasers will be notified by facsimile transmission or otherwise. At the Closing, the Company shall deliver to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 2 above. The name(s) in which the stock certificates are to be registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Appendix I. The Company's obligation to complete the purchase and sale of the Shares and deliver such stock certificate(s) to the Purchaser at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company: (a) receipt by the Company of same-day funds in the full amount of the purchase price for the Shares being purchased hereunder; (b) completion of the purchases and sales under the Agreements with all of the Other Purchasers; and (c) the accuracy of the representations and warranties made by the Purchasers and the fulfillment of those undertakings of the Purchasers to be fulfilled prior to the Closing. The Purchaser's obligation to accept delivery of such stock certificate(s) and to pay for the Shares evidenced thereby shall be subject to the following conditions: (a) the Commission has notified the Company of the Commission's willingness to declare the Registration Statement effective on or prior to the 75th day after the date such Registration Statement was filed by the Company; and (b) the accuracy in all material respects of the representations and warranties made by the Company herein and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to Closing. The Purchaser's obligations hereunder are expressly not conditioned on the purchase by any or all of the Other Purchasers of the Shares that they have agreed to purchase from the Company.

  • 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.

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