Delivery of Common Shares. Delivery of the Shares to be sold by such Selling Stockholder pursuant to this Agreement will pass title to such Shares free and clear of any security interests, claims, liens, equities and other encumbrances.
Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall:
(1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms;
(2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled;
(3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account;
(4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common Shares; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information, (y) the number of Persons who will become holders of record of the Company (who were not previously holders of record) as a result of receiving Common Shares upon exercise of the Warrants and (z) such other information as the Company shall reasonably require;
(5) promptly deposit in the Funds Account all Funds received in payment of the Exercise Price in connection with Full Physical Settlement of Warrants;
(6) promptly cancel and destroy a Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing;
(7) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate; and
(8) provide to the Company, upon the Company’s request, the number of Warrants previously exercised, the number of Common Shares issued in connection with such exercises and the number of remaining outstandin...
Delivery of Common Shares. For purposes of this Warrant, the Company shall be deemed to have delivered Common Shares to a Holder upon the earlier to occur of (i) actual physical delivery of a certificate representing such Common Shares to the address specified by such Holder or (ii) credit of such aggregate number of Common Shares to the DTC balance account designated by the Holder exercising this Warrant.
Delivery of Common Shares. Subject to satisfaction of any tax withholding obligation described in Section 5 below, Shares that are no longer subject to forfeiture will be transferred and delivered to the Executive as soon as administratively practicable after the date on which they vest in accordance with Section 2.1. Upon the vesting of the Shares, the prohibition against the sale or transfer of such Shares will be lifted, and such Shares may be treated as any other Common Shares, subject to any restrictions on transfer that may be applicable under federal securities laws.
Delivery of Common Shares. Unless an Acceleration Event shall have occurred on or prior to the Settlement Date, on the Settlement Date, subject to Section 8.03(b), the Agent shall notify the Company of the number of Common Shares to be delivered in respect of Outstanding Purchase Contracts pursuant to the Settlement Rate and all amounts to be paid in respect of any fractional shares and the Company shall deliver or cause to be delivered to the Agent, for the benefit of the Holders of the Outstanding Purchase Contracts, one or more certificates representing such number of Common Shares registered in the name of the Agent (or its nominee) as custodian for the Holders (such certificates for Common Shares, together with any dividends or distributions with respect thereto for which a record date and payment date for such dividend or distribution has occurred after the Settlement Date, being hereinafter referred to as the "Common Share Settlement") to which the Holders are entitled hereunder. Subject to the foregoing, upon surrender of a Certificate to the Agent on or after the Settlement Date, together with settlement instructions thereon duly completed and executed, the Holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Common Shares which such Holder is entitled to receive pursuant to the provisions of this Article (after taking into account all Purchase Contracts, including those evidenced by Units, then held by such Holder) together with cash in lieu of fractional shares as provided in Section 8.08 and any dividends or distributions with respect to such shares constituting part of the Common Share Settlement, but without any interest thereon, and the Certificate so surrendered shall forthwith be cancelled. Such shares shall be registered in the name of the Holder or the Holder's designee as specified in the settlement instructions on the Certificate. For the avoidance of doubt, no Holder shall be entitled to any dividends or distributions with respect to the Common Shares for which the record date occurs prior to the Settlement Date. If any Common Shares issued in respect of a Purchase Contract are to be registered in the name of a Person other than the Person in whose name the Certificate evidencing such Purchase Contract is registered, no such registration shall be made unless the Person requesting such registration has paid any transfer and other taxes required by reason of such registration in a name other than that of the registered...
Delivery of Common Shares. (a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the total number of Common Shares (as adjusted from time to time as provided in Section 9) represented by this Warrant is being exercised. Upon delivery of an Exercise Notice substantially in the form attached hereto as Attachment A (an “Exercise Notice”) to the Company at its address for notice determined as set forth herein, and upon payment of the Exercise Price multiplied by the number of Common Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than five (5) trading days after the Date of Exercise (as defined below)) issue and deliver, or cause its transfer agent to issue and deliver, to the Holder a certificate for the Common Shares issuable upon such exercise, or at the Holder’s option deliver such Common Shares in book entry form, registered in the name of the Holder or its designee. A “Date of Exercise” means the date on which the Holder shall have delivered to the Company: (i) an Exercise Notice, appropriately completed and duly signed, and (ii) payment of the Exercise Price (by certified or official bank check, intra-bank account transfer or wire transfer) for the number of Common Shares so indicated by the Holder to be purchased.
Delivery of Common Shares. On the Closing Date, against delivery by the applicable Purchaser of that portion of the Purchase Price to be paid by it, the Company shall issue and, within three (3) business days following the Closing Date, deliver to such Purchaser a certificate representing that number of Common Shares to be purchased by each Purchaser on the Closing Date pursuant to Section 1(a), registered in the name of such Purchaser or the designated nominee(s) of such Purchaser.
Delivery of Common Shares. The Firm Shares to be sold by such Selling Stockholder pursuant to this Agreement are certificated securities in registered form and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York. The Selling Stockholder has caused certificates for the number of Firm Shares to be sold by such Selling Stockholder hereunder to be delivered to the Custodian, endorsed in blank or with blank stock powers duly executed, with a signature appropriately guaranteed, such certificates to be held in custody by the Custodian for delivery pursuant to the provisions of this Agreement and the Custody Agreement. Delivery of the Firm Shares to be sold by such Selling Stockholder pursuant to this Agreement will pass valid title to such Firm Shares free and clear of any security interests, claims, liens, equities and other encumbrances.
Delivery of Common Shares. At the Closing, the Company will deliver shares of its Common Stock to the Shareholders in accordance with its obligations under the Stock Purchase Agreement. Such shares, and any other shares required to be delivered pursuant to Section 1.3 of the Stock Purchase Agreement, will be subject to the terms of this Agreement. All shares so issued to the Shareholders pursuant to the Stock Purchase Agreement shall be referred to herein as "STOCK" and references in this Agreement to a percentage of Stock shall be calculated by multiplying the total number of shares of Stock held by all Holders (as defined in Section 4.3 below) times the applicable percentage.
Delivery of Common Shares. (a) In connection with the exercise of Warrants, the Warrant Agent shall:
(1) examine all Exercise Notices and all other documents delivered to it to ascertain whether, on their face, such Exercise Notices and any such other documents have been executed and completed in accordance with their terms;
(2) where an Exercise Notice or other document appears on its face to have been improperly completed or executed or some other irregularity in connection with the exercise of the Warrant exists, endeavor to inform the appropriate parties (including the Person submitting such instrument) of the need for fulfillment of all requirements, specifying those requirements which appear to be unfulfilled;
(3) inform the Company of and cooperate with and assist the Company in resolving any reconciliation problems between the Exercise Notices received and delivery of Warrants to the Warrant Agent’s account;
(4) advise the Company with respect to an exercise, no later than two Business Days following the satisfaction of each of the applicable procedures for exercise set forth in Section 3.02(a), of (v) the receipt of such Exercise Notice and the number of Warrants exercised in accordance with the terms and conditions of this Warrant Agreement, (w) the number of Common Shares to be delivered by the Company; (x) the instructions with respect to issuance of the Common Shares, subject to the timely receipt from the Depository of the necessary information,
