Delivery of Certificates and Cash Sample Clauses

Delivery of Certificates and Cash. Upon surrender to Parent or its designated representative of any Certificates representing shares of Company Common Stock for cancellation, together with a duly executed and completed Transmittal Letter, the holder of such Certificate representing shares of Company Common Stock shall be entitled to receive in exchange therefor (i) (A) a certificate representing the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.5(a)(i)(B), plus cash in lieu of fractional shares pursuant to Section 2.5(g) and (B) the cash payment set forth in Section 2.5(a)(i)(A), (ii) on the Second Payment Date, (A) the right to receive up to the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.5(a)(ii)(A), plus cash in lieu of fractional shares pursuant to Section 2.5(g) and (B) the cash payment set forth in Section 2.5(a)(ii)(B), (iii) on the Third Payment Date, (A) the right to receive up to the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.5(a)(iii)(A), plus cash in lieu of fractional shares pursuant to Section 2.5(g) and (B) the cash payment set forth in Section 2.5(a)(iii)(B), and (iv) on the Fourth Payment Date, (A) the right to receive up to the number of whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.5(a)(iv)(A), plus cash in lieu of fractional shares pursuant to Section 2.5(g) and (B) the cash payment set forth in Section 2.5(a)(iv)(B). Such certificate representing shares of Parent Common Stock issuable at the Closing shall be delivered to the shareholder as promptly as practicable after such surrender, but in no event later than five (5) Business Days after such surrender for any shares issuable pursuant to Section 2.5(a)(i). Any certificate representing shares of Parent Common Stock issuable on the Third Payment Date shall be delivered to the shareholder as promptly as practicable following the determination of the Earnout Amount in accordance with Article 3, subject to Article 11. Any certificate representing shares of Parent Common Stock issuable on the Second Payment Date or Fourth Payment Date shall be delivered to the shareholder as promptly as practicable following the determination of any Agreed Offset or Determined Offset in accordance with Article 11. The certificate issuable for shares of Parent Common Stock at the Closing shall bear a legend with respect to the loc...
Sample 1Sample 2
AutoNDA by SimpleDocs
Delivery of Certificates and Cash. (a) TRANSFER AGENT. Prior to the Effective Time of the Merger, --------------- Community West shall deliver or cause to be delivered to U.S. Stock Transfer Corporation, its transfer agent (the "Transfer Agent"), an amount of cash equal to the anticipated aggregate amount of fractional interests to be paid pursuant to Section 1.5 hereof, and sufficient certificates of its common stock for issuance to Palomar's shareholders. Delivery to the holders of Palomar Stock of the certificates for Community West Stock and cash to which they are entitled will subsequently be made by the Transfer Agent against delivery of share certificates formerly evidencing Palomar Stock (duly executed and in proper form for transfer) to the Transfer Agent in accordance with this Section 1.6 and the terms and conditions of an agreement to be entered into by and between Community West and the Transfer Agent (the "Transfer Agent Agreement"). A copy of the Transfer Agent Agreement will be provided to Palomar and its counsel for approval prior to consummation of the Merger, which approval shall not be unreasonably withheld.
Sample 1Sample 2
Delivery of Certificates and Cash. SMC shall authorize a commercial bank (or such other person or persons as shall be acceptable to SMC and Savers) to act as Exchange Agent hereunder (the "Exchange Agent"). As soon as practicable after the Effective Time, (i) SMC shall deposit with the Exchange Agent in trust for the holders of certificates which immediately prior to the Effective Time represented shares of Savers Common Stock (the "Certificates") certificates representing the shares of SMC Common Stock, into which the outstanding shares of Savers Common Stock have been converted pursuant to SECTION 2.5(C)(I) and SECTION 2.6 and (ii) SMC shall make available to the Surviving Corporation, which in turn shall deposit with the Exchange Agent in trust for the holders of the Certificates, the cash into which the outstanding shares of Savers Common Stock have been converted pursuant to SECTION 2.5(C)(II), (such shares of SMC Common Stock, together with any dividends or distributions with respect thereto and such cash, being hereinafter referred to as the "Exchange Fund").
Sample 1Sample 2
Delivery of Certificates and Cash. As provided in Section 2 of the Warrant, upon receipt of the Aggregate Purchase Price, if applicable, and the Warrant, please issue in the name of the undersigned (i) a certificate or certificates representing the applicable number of Warrant Shares and/or (ii) if the Company elects to exercise its Net Payment Right by issuing Net Payment Shares, a certificate or certificates representing such Net Payment Shares. If the Company elects to exercise its Net Payment Right by delivery of cash, please wire transfer immediately available funds to the account designated below. Cash in lieu of any fractional shares should also be sent by wire transfer of immediately available funds to the account designated below. ________________________ (Name) ________________________ ________________________ (Address) ________________________ (Account) __________________________________________ (Signature) Name: ____________________________________ Title: ___________________________________ _______________________________ (Date) Note: The above signature must correspond exactly with the name on the first page of this Warrant or with the name of the Transferee appearing the Transfer form below. If the number of Warrant Shares the Holder elects to purchase hereunder shall not be all the shares purchasable under the Warrant, a new Warrant is to be issued in the name of the registered Holder for the balance remaining of the Warrant Shares purchasable thereunder. EXHIBIT B FORM OF TRANSFER NOTICE AND ADOPTION AGREEMENT (To be executed by the registered Holder and the Transferee if such Holder desires to Transfer the attached Warrant and such Transfer is permissible under the terms of the Warrant attached hereto and the Stockholder Agreement.) This Transfer Notice ("Transfer Notice") is executed pursuant to the terms and conditions of the Warrant (the "Warrant") dated ___________, 2002 to purchase ________ shares of Original Common Stock, par value $1.00 per share, of Lyondell Chemical Company, a Delaware corporation (the "Company"), by the Holder executing this Transfer Notice (the "Transferor"). A copy of the Warrant is attached hereto and incorporated herein by reference. Capitalized terms used in this Transfer Notice but not defined herein have the meanings set forth in the Warrant.
Sample 1
Delivery of Certificates and Cash 
Sample 1Sample 2Sample 3See All (6)

Related to Delivery of Certificates and Cash

  • Delivery of Certificates Upon the exercise of the Option, in ------------------------ whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of shares of Common Stock purchased against full payment therefor. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 3.2.

  • Delivery of Certificate A certificate of a Lender or an Issuing Bank setting forth the amount or amounts in good faith necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.15 shall be delivered to the Parent Borrower and shall be conclusive absent manifest error. The Borrowers shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof.

  • Subsequent Delivery of Certificates Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.

  • Delivery of Certificates Upon Exercise Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) this Warrant is being exercised via cashless exercise and Rule 144 is available, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is three (3) Trading Days after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and (C) payment of the aggregate Exercise Price as set forth above (including by cashless exercise, if permitted) (such date, the “Warrant Share Delivery Date”). The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted) and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been paid. The Company understands that a delay in the delivery of the Warrant Shares after the Warrant Share Delivery Date could result in economic loss to the Holder. As compensation to the Holder for such loss, the Company agrees to pay (as liquidated damages and not as a penalty) to the Holder for late issuance of Warrant Shares upon exercise of this Warrant the proportionate amount of $10 per Trading Day (increasing to $20 per Trading Day after the fifth (5th) Trading Day) after the Warrant Share Delivery Date for each $1,000 of Exercise Price of Warrant Shares for which this Warrant is exercised which are not timely delivered. The Company shall pay any payments incurred under this Section in immediately available funds upon demand. Furthermore, in addition to any other remedies which may be available to the Holder, in the event that the Company fails for any reason to effect delivery of the Warrant Shares by the Warrant Share Delivery Date, the Holder may revoke all or part of the relevant Warrant exercise by delivery of a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to the exercise of the relevant portion of this Warrant, except that the liquidated damages described above shall be payable through the date notice of revocation or rescission is given to the Company.

  • Payment and Delivery of Certificates (a) On each Closing Date, Holder shall (i) pay to Issuer, in immediately available funds by wire transfer to a bank account designated by Issuer, an amount equal to the Purchase Price multiplied by the number of Option Shares to be purchased on such Closing Date and (ii) present and surrender this Agreement to the Issuer at the address of the Issuer specified in Section 13(f) of this Agreement. (b) At each Closing, simultaneously with the delivery of immediately available funds and surrender of this Agreement as provided in Section 4(a) of this Agreement, (i) Issuer shall deliver to Holder (A) a certificate or certificates representing the Option Shares to be purchased at such Closing, which Option Shares shall be free and clear of all liens (as defined in the Merger Agreement) and subject to no preemptive rights, and (B) if the Option is exercised in part only, an executed new agreement with the same terms as this Agreement evidencing the right to purchase the balance of the shares of Issuer Common Stock purchasable hereunder, and (ii) Holder shall deliver to Issuer a letter agreeing that Holder shall not offer to sell or otherwise dispose of such Option Shares in violation of applicable federal and state law or of the provisions of this Agreement. (c) In addition to any other legend that is required by applicable law, certificates for the Option Shares delivered at each Closing shall be endorsed with a restrictive legend which shall read substantially as follows: THE TRANSFER OF THE STOCK REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO RESTRICTIONS ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND PURSUANT TO THE TERMS OF A STOCK OPTION AGREEMENT DATED AS OF MAY 25, 1998. A COPY OF SUCH AGREEMENT WILL BE PROVIDED TO THE HOLDER HEREOF WITHOUT CHARGE UPON RECEIPT BY THE ISSUER OF A WRITTEN REQUEST THEREFOR. It is understood and agreed that the portion of the above legend relating to the Securities Act shall be removed by delivery of substitute certificate(s) without such legend if Holder shall have delivered to Issuer a copy of a letter from the staff of the Securities Exchange Commission (the "SEC"), or an opinion of counsel in form and substance reasonably satisfactory to Issuer and its counsel, to the effect that such legend is not required for purposes of the Securities Act. (d) Upon the giving by Holder to Issuer of an Option Notice, the tender of the applicable purchase price in immediately available funds and the tender of this Agreement to Issuer, Holder shall be deemed to be the holder of record of the shares of Issuer Common Stock issuable upon such exercise, notwithstanding that the stock transfer books of Issuer shall then be closed or that certificates representing such shares of Issuer Common Stock shall not then be actually delivered to Holder. Issuer shall pay all expenses, and any and all United States federal, state and local taxes and other charges that may be payable in connection with the preparation, issuance and delivery of stock certificates under this Section 4 in the name of Holder or its assignee, transferee or designee. (e) Issuer agrees (i) that it shall at all times maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Issuer Common Stock so that the Option may be exercised without additional authorization of Issuer Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Issuer Common Stock, (ii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer, (iii) promptly to take all action as may from time to time be required (including (A) complying with all premerger notification, reporting and waiting period requirements and (B) in the event prior approval of or notice to any Regulatory Authority is necessary before the Option may be exercised, cooperating fully with Holder in preparing such applications or notices and providing such information to such Regulatory Authority as it may require) in order to permit Holder to exercise the Option and Issuer duly and effectively to issue shares of the Issuer Common Stock pursuant hereto and (iv) promptly to take all action provided herein to protect the rights of Holder against dilution.

  • Execution and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates.

  • Delivery of Certificate Upon Conversion Not later than two (2) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) a certificate or certificates representing the Conversion Shares which, on or after the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information and the Company has received an opinion of counsel to such effect reasonably acceptable to the Company (which opinion the Company will be responsible for obtaining) shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Debenture, and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). All certificate or certificates required to be delivered by the Company under this Section 4(d) shall be delivered electronically through the Depository Trust Company or another established clearing corporation performing similar functions. If the Conversion Date is prior to the date on which such Conversion Shares are eligible to be sold under Rule 144 without the need for current public information the Conversion Shares shall bear a restrictive legend in the following form, as appropriate: Notwithstanding the foregoing, commencing on such date that the Conversion Shares are eligible for sale under Rule 144 subject to current public information requirements, the Company, upon request of the Holder, shall obtain a legal opinion to allow for such sales under Rule 144.

  • Execution of Certificates The Trustee has caused to be executed, countersigned and delivered to or upon the order of the Company, in exchange for the Mortgage Loans, the Certificates in authorized denominations evidencing the entire ownership of the Trust Fund.

  • Delivery of Certificate and New Warrant Promptly after Holder exercises or converts this Warrant and, if applicable, the Company receives payment of the aggregate Warrant Price, the Company shall deliver to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired.

  • Delivery of Stock Certificates, etc on Exercise. The Company agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within three (3) business days thereafter, the Company at its expense (including the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder is entitled upon such exercise pursuant to Section 1 or otherwise.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!