Delivery of Exchange Consideration. The Exchange Consideration will not be delivered until a valid DWAC Withdrawal of the Existing Notes has been received and accepted by the Existing Notes Trustee. If the Closing does not occur, then any Existing Notes submitted for DWAC Withdrawal will be returned to the DTC participant that submitted the DWAC Withdrawal instruction in accordance with the procedures of DTC. On the Closing Date, subject to satisfaction of the conditions precedent specified in this Exchange Agreement, and the prior receipt of a valid DWAC Withdrawal conforming with the aggregate principal amount of the Existing Notes to be exchanged by each Exchanging Investor a valid New Notes DWAC Deposit conforming with the aggregate principal amount of the New 2027 Notes to be issued to such Exchanging Investor in the Exchange, the Company will (A) pay the Interest Amount to such Exchanging Investor by wire transfer to the account in the United States of such Exchanging Investor set forth in Exhibit A to this Exchange Agreement and (B) execute such New 2027 Notes, and direct the 2027 Notes Trustee to authenticate and, by acceptance of the New Notes DWAC Deposit, deliver, such New 2027 Notes (or comply with such other settlement procedures mutually agreed in writing by the Company and the 2027 Notes Trustee), in each case to the DTC account specified on Exhibit A to this Exchange Agreement.
Delivery of Exchange Consideration. The Exchange Shares and the Cash Consideration will not be paid or delivered, as applicable, until a valid DWAC Withdrawal of the Existing Notes has been received and accepted by the Existing Notes U.S. Trustee. If the Closing does not occur, then any Existing Notes submitted for DWAC Withdrawal will be returned to the DTC participant that submitted the DWAC Withdrawal instruction in accordance with the procedures of DTC. On the Closing Date, subject to satisfaction of the conditions precedent specified in this Exchange Agreement, and the prior receipt of a valid DWAC Withdrawal conforming with the aggregate principal amount of the Existing Notes to be exchanged by each Exchanging Investor, the Company will (A) pay the applicable Cash Consideration to such Exchanging Investor by wire transfer to the account of such Exchanging Investor set forth in Exhibit A to this Exchange Agreement; and (B) deliver the aggregate number of Exchange Shares to be issued to such Exchanging Investor in the Exchange in the form of uncertificated shares represented by book-entry notation on the books and records of the Transfer Agent, registered in the name of such Exchanging Investors as set forth in Exhibit A hereto. The Company will cause the Transfer Agent to deliver to the Investor (including by email communication) confirmation of the issuance of such Exchange Shares registered in such name.
Delivery of Exchange Consideration. Following receipt of this Notice of Exchange and surrender of the Notes as set forth above, shares of Common Stock to be issued in exchange for the Notes will be delivered by book-entry in the records of AMC’s transfer agent (the “Transfer Agent”) in the name of the Beneficial Owner and other information set forth above, with any applicable legend notated thereon. [The Beneficial Owner hereby certifies that it is currently subject to the Ownership Limitation and, in accordance with Section 10.15 of the Indenture, the Beneficial Owner is not entitled to (and the Company and AMC shall not deliver) any Exchange Consideration or Shares Exchange Adjustment Consideration with respect to this notice in excess of the Ownership Limitation at this time. It being understood that the Company or AMC will deliver such Exchange Consideration or Shares Exchange Adjustment Consideration within three (3) Business Days after the Beneficial Owner provides written confirmation (email being sufficient) to the Company or AMC that such delivery will not contravene the Ownership Limitation.]‡ An account statement may be requested from: Computershare Investor Services 100 Xxxxxx Xxxxxx Canton, MA 02021 800-000-0000 hxxxx://xxx-xx.xxxxxxxxxxxxx.xxx/Xxxxxxxx In lieu of the foregoing or following such issuance, as applicable, if the Beneficial Owner is named in a current prospectus that registers the resale of Common Stock and if the Beneficial Owner represents that it currently intends to distribute the Common Stock pursuant to such prospectus, it may arrange with the Transfer Agent listed above to have the Common Stock delivered to its broker through DTC. ‡ To be included for any exercising Beneficial Owner which is subject to the Ownership Limitation at the time of exchange. Yes____/No ____: The Beneficial Owner is named in a current prospectus that registers the resale of Common Stock. Yes____/No ____: The Beneficial Owner currently intends to distribute the Common Stock pursuant to such prospectus. If the Beneficial Owner answered “Yes” to both of the foregoing statements, it may either (a) instruct its broker to take down shares of Common Stock via DRS once the shares have been registered on the books of the Transfer Agent listed above, or (b) request that its broker accept via DWAC the shares of Common Stock to be delivered. The Beneficial Owner must provide below the broker information for the broker that will post the DWAC request. Once the broker initiates the DWAC request i...
Delivery of Exchange Consideration. The Cash Consideration will not be paid nor will the Promissory Note be delivered until a valid DWAC Withdrawal of the Existing Notes has been received and accepted by the Existing Notes U.S. Trustee. If the Closing does not occur, then any Existing Notes submitted for DWAC Withdrawal will be returned to the DTC participant that submitted the DWAC Withdrawal instruction in accordance with the procedures of DTC. On the Closing Date, subject to satisfaction of the conditions precedent specified in this Exchange Agreement, and the prior receipt of a valid DWAC Withdrawal conforming with the aggregate principal amount of the Existing Notes to be exchanged by the Investor, the Company will (A) pay the applicable Cash Consideration to the Investor by wire transfer to the account of the Investor set forth in Exhibit A to this Exchange Agreement; and (B) deliver the Promissory Note to be issued to the Investor in the Exchange in the form attached as Exhibit B hereto.
Delivery of Exchange Consideration. 3.1 On the Funding and Consummation Date the STOCKHOLDERS, who are the holders of all outstanding certificates representing shares of COMPANY Stock, shall, upon surrender of such certificates, receive the respective number of shares of CSI Stock and the amount of cash set forth on Annex III hereto, said cash to be payable by certified check.
3.2 The STOCKHOLDERS shall deliver to CSI at the Closing the certificates representing COMPANY Stock, duly endorsed in blank by the STOCKHOLDERS, or accompanied by blank stock powers, and with all necessary transfer tax and other revenue stamps, acquired at the STOCKHOLDERS' expense, affixed and canceled. The STOCKHOLDERS agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such COMPANY Stock or with respect to the stock powers accompanying any COMPANY Stock.
Delivery of Exchange Consideration. 3.1 On the Closing Date, the STOCKHOLDERS and the NEWBURY STOCKHOLDERS shall deliver to PARENT the certificates representing Company Stock and Newbury Stock, duly endorsed in blank by the STOCKHOLDERS and the NEWBURY STOCKHOLDERS, or accompanied by blank stock powers, with signatures guaranteed by a national or state chartered bank or other financial institution, and with all necessary transfer tax and other revenue stamps, acquired at the STOCKHOLDERS' and NEWBURY STOCKHOLDERS' expense, affixed and canceled. The STOCKHOLDERS and the NEWBURY STOCKHOLDERS agree promptly to cure any deficiencies with respect to the endorsement of the stock certificates or other documents of conveyance with respect to such Company Stock and Newbury Stock or with respect to the stock powers accompanying any Company Stock or Newbury Stock.
3.2 At the Effective Time of the Exchange and on the Funding and Consummation Date, the STOCKHOLDERS and the NEWBURY STOCKHOLDERS, who are all the holders of all outstanding certificates representing shares of Company Stock and Newbury Stock, shall, upon surrender of such certificates, receive the number of shares of Parent Stock and the amount of cash determined in accordance with Annex II, said cash to be payable by certified check or wire transfer, at the option of the respective STOCKHOLDERS and NEWBURY STOCKHOLDERS.
Delivery of Exchange Consideration. Except as provided in Section 10(f)(i)(2), the Exchange Consideration due upon Exchange of any Exchangeable Preferred Stock will be paid or delivered, as applicable, on or before the second (2nd) Business Day immediately after the Exchange Date for such Exchange.
Delivery of Exchange Consideration. 3.1 On the Funding and Consummation Date the Owners, who are the holders of all of the outstanding equity interest in the Company, shall, upon their execution and delivery of appropriate instruments of transfer of their membership interests, receive the respective number of shares of Home Stock and the amount of cash described on Annex I hereto, said cash to be payable by certified check or wire transfer.
3.2 The Owners shall deliver to Home at the Closing an amendment of the Company's Regulations or other governing documents effective to transfer all of the equity interest in the Company to Home at the Closing. The Owners agree promptly to cure any deficiencies with respect to the assignment and admission of Home as the equity owner of the Company as contemplated hereby.
Delivery of Exchange Consideration. On or prior to the Closing, (i) Evtec shall deliver to the BLBX a stock certificate evidencing the Evtec Shares and (i) BLBX shall deliver to the Evtec a stock certificate evidencing the Series B Shares.
Delivery of Exchange Consideration. The Purchaser shall have delivered to the Company the Exchange Consideration;
