DELIVERY OF CLASS B COMMON STOCK Sample Clauses

DELIVERY OF CLASS B COMMON STOCK. The Partnership shall deliver or cause the Transfer Agent to deliver to the relevant holder, at the address of the holder recorded in the register of the Partnership for the LP Exchangeable Units or at the address specified in the holder’s Exchange Request, or by holding for pick-up by the holder at the principal executive office of the Company or at any office of the Transfer Agent as may be specified by the Partnership by notice to the holders of LP Exchangeable Units, certificates representing the shares of Class B Common Stock (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim or encumbrance) registered in the name of the holder or in such other name as the holder may request, and, if applicable and on or before the payment date therefor, a check representing the aggregate Distribution Amount, in payment of the total Exchange Price, in each case, less any amounts withheld pursuant to Article 9, and such delivery of such certificates and check on behalf of the Partnership or by the Transfer Agent shall be deemed to be payment of and shall satisfy and discharge all liability for the total Exchange Price, to the extent that the same is represented by such share certificates and check (plus any tax deducted and withheld therefrom and remitted to the proper tax authority).
Sample 1Sample 2
AutoNDA by SimpleDocs
DELIVERY OF CLASS B COMMON STOCK. EFFECT OF EXERCISE Promptly after the receipt of a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, payable as contemplated by Section 5.8 or evidence thereof), together with such documents and instruments of transfer, the Trustee shall notify the Company and EMS LP of its receipt of the same, which notice to the Company and EMS LP shall constitute exercise of the Exchange Right by the Trustee on behalf of the holder of such LP Exchangeable Units, and the Company shall promptly thereafter deliver or cause to be delivered to the Trustee, for delivery to the Beneficiary of such LP Exchangeable Units (or to such other person as directed by the Beneficiary), the number of shares of Class B Common Stock issuable in connection with the exercise of the Exchange Right, and on the applicable payment date a check for the balance, if any, of the total exchange price therefor without interest (less any amounts withheld pursuant to Section 5.13); provided, however, that no such delivery shall be made unless and until the Beneficiary requesting the same shall have paid (or provided evidence satisfactory to the Trustee, EMS LP and the Company of the payment of) the taxes, if any, payable as contemplated by Section 5.8 of this Agreement. Immediately upon the giving of notice by the Trustee to the Company and EMS LP of the exercise of the Exchange Right as provided in this Section 5.6, the closing of the transaction of exchange contemplated by the Exchange Right shall be deemed to have occurred and the holder of such LP Exchangeable Units shall be deemed to have transferred to the Company all of such holder's right, title and interest in and to such LP Exchangeable Units and the related interest in the Trust Estate free and clear of any lien, claim or encumbrance and shall cease to be a holder of such LP Exchangeable Units and shall not be entitled to exercise any of the rights of a Beneficiary in respect thereof, other than the right to receive his pro rata share of the total exchange price therefor, unless the requisite number of shares of Class B Common Stock are not yet allocated, issued and delivered by the Company to the Trustee within five Business Days of the date of the giving of such notice by the Trustee or the balance of the exchange price, if any, is not paid by the Company on the applicable payment date therefor, in which case the rights of the Beneficiary shall remain unaffected until such shares of Class B Commo...
Sample 1

Related to DELIVERY OF CLASS B COMMON STOCK

  • Class B Common Stock 2 Closing........................................................................5

  • 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.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • 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 Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • Legend on Common Stock Certificates Certificates for shares of the ------------------------------------- Common Stock issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, dated as of October 11, 2001 (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the "Company") and Registrar and Transfer Company, the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Until the Separation Time, certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Class A Shares Shares of the Company’s $0.01 par value common stock that have been designated as Class A.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

Time is Money Join Law Insider Premium to draft better contracts faster.