Delivery of Exchange Shares. The Company shall have delivered the Exchange Shares in accordance with the instructions provided pursuant to Section 1.b) hereof.
Delivery of Exchange Shares. No later than two (2) Business Days after the date hereof, the Borrower shall cause the transfer agent for the Common Stock to credit the aggregate number of Exchange Shares to which each Purchaser is entitled pursuant to the Exchange to such Purchaser’s or its designee’s balance account with The Depository Trust Company through its Deposit/Withdrawal At Custodian system. For the avoidance of doubt, as of effectiveness of the Exchange, each Purchaser shall be deemed for all corporate purposes to have become the legal and record holder of its Exchange Shares without any further action by any party. In the event that any Exchange Shares are not delivered on a timely basis in accordance herewith, the Purchasers shall have the right to rescind and terminate any or all of this Agreement and the transactions and amendments contemplated hereby, to exercise any of the remedies available under the Notes in the event of any failure to timely deliver Conversion Shares (as defined in the Notes), as if the Exchange Shares were Conversion Shares, and/or to exercise any and all other rights and remedies available at law or in equity.
Delivery of Exchange Shares. All Exchange Shares shall be duly authorized, validly issued, fully paid, non-assessable and free of any pre-emptive rights. All Exchange Shares shall be issued by the Company in electronic form, freely tradable, without restriction on resale, and credited immediately by the Company to the Deposit/Withdrawal at Custodian (DWAC) account with Depository Trust Company (DTC) under its Fast Automated Securities Transfer (FAST) Program specified by the Holder or its designee, time being of the essence.
Delivery of Exchange Shares. (a) Subject to and in exchange for the transfer of the Scheme Shares pursuant to Section 2.01 and the Scheme of Arrangement, as soon as reasonably practicable following the Effective Time (and in any event, in accordance with the Scheme of Arrangement, no later than the Business Day following the Effective Time if the Company provides, by 9:00 a.m., New York City time, on the Effective Date, evidence that the Effective Time has occurred, or if the Company provides such evidence after 9:00 a.m., New York City time, on the Effective Date, no later than the second Business Day after such delivery), Parent shall, in accordance with the Scheme of Arrangement and subject to the terms and conditions thereof and subject to Section 2.02(b) and Section 2.07, procure the delivery of, for each Scheme Share, 0.7729 Exchange Shares (the “Share Deliverable” or the “Share Consideration” and the ratio that an Exchange Share bears to each Scheme Share being the “Exchange Ratio”), to the Scheme Shareholders, fully paid, non-assessable and free from all Liens (other than transfer restrictions arising under applicable securities laws or Liens imposed by the applicable Scheme Shareholder).
(b) If, between the date of this Agreement and the Effective Time, the outstanding Company Ordinary Shares or Parent Common Stock shall have been changed to, or exchanged for, a different number or class of shares or securities by reason of any stock dividend, bonus issue, scrip dividend, subdivision, reorganization, merger, consolidation, reclassification, redesignation, recapitalization, share split, reverse share split, combination or exchange of shares, or a stock or scrip dividend shall be declared with a record date within such period, or any similar event shall have occurred (or if the number of Company Ordinary Shares represented by each Company ADS shall have been changed pursuant to the Deposit Agreement), then the Exchange Ratio (and/or the Per ADS Share Deliverable), as applicable, shall be appropriately adjusted to provide to Parent and the Scheme Shareholders the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 2.02(b) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by Section 6.01 or the other terms of this Agreement or permit Parent to take any action with respect to its securities that is prohibited by Section 7.01 or the other terms of this Agreement...
Delivery of Exchange Shares. BitNile shall have received all of the Exchange Shares in book entry form, free and clear of all Liens.
Delivery of Exchange Shares. (a) Provided that the Company does --------------------------- not make written objection to an Exchange Notice by 8:00 p.m., New York time, on the business day following the delivery thereof, and provided that the Exchange Conditions are satisfied at such time, the Holder shall send for re-registration to the Transfer Agent on or following the Exchange Date set forth in such Exchange Notice (the "Delivery Date") certificate(s) for BLCI Stock sufficient to permit the issuance to the Purchaser or its nominee of the number of Exchange Shares specified in the Exchange Notice. The "Exchange Conditions" to be met on each Delivery Date are as follows: (i) the Company shall not have given notice to the Holder that the Registration Statement is not effective and available for resales of the Exchange Shares at such time; (ii) the BLCI Stock is then designated for quotation on the NASDAQ National Market System or listed on the New York Stock Exchange or the American Stock Exchange; and (iii) the Holder holds Collateral, after delivery of the Exchange Shares identified by the Exchange Notice, with a Value greater than the Minimum Required Amount (as defined in the Security Agreement).
(b) If any Exchange would create a fractional Exchange Share, such fractional Exchange Share shall be disregarded and the number of Exchange Shares to be delivered on such Exchange, in the aggregate, shall be the next higher number of Exchange Shares; provided, that in any such case of fractional Exchange Share adjustment, the principal outstanding under this Note shall be further automatically reduced, at the Exchange Price, to reflect delivery of the balance of the fractional Exchange Share.
(c) In the case of a dispute as to the calculation of the Exchange Price or the number of Exchange Shares to be delivered on an Exchange, the Transfer Agent shall re-register into the name of the Purchaser or its nominee the number of Exchange Shares that are not disputed, and the Company shall submit the disputed calculations to Ernst & Young, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Xxxxx Xxxxxxx, within two (2) business days of receipt of the Holder's Exchange Notice. Such accountants shall calculate the Exchange Price as provided herein, and notify the Company and the Holder of the results in writing no later than two (2) business days following the day on which the Company received the disputed calculations. Such accountants' calculation shall be deemed conclusive in the absence of...
Delivery of Exchange Shares. On the Closing Date, the Company will issue the Exchange Shares to the Investor, which shall be evidenced by a direct registration system advice statement, registered in the name of the Investor as set forth in Exhibit A to this Exchange Agreement. The Company will cause the Transfer Agent to deliver to the Investor the direct registration system advice statement evidencing the Exchange Shares.
Delivery of Exchange Shares. Each Stockholder shall have delivered certificates representing its Exchange Shares together with appropriate documents or stock powers to effectuate the Exchange.
Delivery of Exchange Shares. At or as soon as practicable after the Closing, the Company shall cause the transfer agent for the Common Stock (the “Transfer Agent”) to deliver to each Deerfield Investor a stock certificate, duly executed on behalf of the Company and by the Transfer Agent, representing the number of Exchange Shares to which such Deerfield Investor is entitled pursuant to this Section 1.01.
Delivery of Exchange Shares. No later than two (2) Business Days after the date hereof, the Borrower shall cause the transfer agent for the Common Stock to credit the aggregate number of Exchange Shares to which each Purchaser is entitled pursuant to the Exchange to such Purchaser’s or its designee’s balance account with The Depository Trust Company through its Deposit/Withdrawal At Custodian system. For the avoidance of doubt, as of effectiveness of the Exchange, each Purchaser shall be deemed for all corporate purposes to have become the legal and record holder of its Exchange Shares without any further action by any party. In the event that any Exchange Shares are not delivered on a timely basis in accordance herewith, the Purchasers shall have the right to rescind and terminate any or all of this Agreement and the transactions contemplated hereby, to exercise any of the remedies available under the Notes in the event of any failure to timely deliver the Exchange Shares, and/or to exercise any and all other rights and remedies available at law or in equity.
