Delivery of Firm Shares Sample Clauses

Delivery of Firm Shares. At the Closing, or as soon as reasonably practicable thereafter, subject to the terms and conditions hereof, the Company will deliver or procure the delivery by its registrar to the Purchaser, a holding statement evidencing the number of the Firm Shares issued to the Purchaser.
Sample 1
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Delivery of Firm Shares. (i) Except as otherwise provided in this Agreement, Counterparty agrees to deliver the Firm Shares to the Trust on the Exchange Date. Counterparty shall be deemed to have instructed the Collateral Agent to deliver to the Custodian, for the account of the Trust, shares of Common Stock then held by the Collateral Agent as collateral under the Collateral Agreement, in an amount equal to the number of Firm Shares, rounded down to the nearest whole number. Instead of any fractional shares of Common Stock that would otherwise be deliverable (prior to rounding) to the Trust at the Exchange Date, Counterparty agrees to make a cash payment in respect of such fractional shares of Common Stock in an amount equal to the value thereof at the Exchange Price. Notwithstanding the foregoing, if an Adjustment Event shall have occurred prior to the Exchange Date then, in lieu of the foregoing, Counterparty shall be deemed to have instructed: (A) in the case of any cash required to be delivered on the Exchange Date as provided in Section 6.2, the Collateral Agent to deliver such cash by wire transfer Federal (immediately available same-day) funds to an account designated by the Trust; and (B) in the case of any Reported Securities required to be delivered by Counterparty in lieu of cash as provided in Section 6.2, the Collateral Agent to deliver to the Custodian, for the account of the Trust, a specified number of Reported Securities then held as collateral under the Collateral Agreement, as provided in Section 6(g) of the Collateral Agreement. (ii) In the event that by the Exchange Date any substitute collateral delivered to the Collateral Agent pursuant to Section 6(b) of the Collateral Agreement has not been replaced by shares of Common Stock (and/or, after an Adjustment Event, cash or Reported Securities) sufficient to meet Counterparty's obligations hereunder, delivery shall be effected by delivery by the Collateral Agent to the Custodian, for the account of the Trust, of the market value of the shares of Common Stock required to be delivered hereunder, in the form of any shares of Common Stock then pledged by Counterparty plus cash generated from the liquidation of U.S. Government obligations then pledged by Counterparty (and/or, after an Adjustment Event, the market value of the alternative consideration required to be delivered hereunder, in the form of any Reported Securities then pledged, plus any cash then pledged, plus cash generated from the liquidation of U.S. G...
Sample 1
Delivery of Firm Shares. If the Representative so elects, delivery of the ADSs may be made by credit through full fast transfer to the accounts at DTC designated by the Representative. In the event that the ADSs are not delivered to the Representative by 2:30 p.m., New York City time, on the First Closing Date (and the Option Closing Date, if elected by the Representative), the Company will cause the return of the full purchase price to the Representative’s account with Citibank London, via same day funds by 9:30 a.m., New York City time on the next business day. The Company shall remain liable to the Representative for the full amount of the purchase price and any costs associated with recovering the purchase price until the full amount has been received by the Representative.
Sample 1
Delivery of Firm Shares. Delivery of the Firm Shares, against payment of the Purchase Price in immediately available funds by wire transfer, shall be made prior to 1:00 P.M. New York City time on February __, 1998 to the Underwriters or at such other time and date as may be agreed upon by the Company and the Representatives. Delivery of the documents required by Section 5 hereof shall be made at such time and date at the offices of Winthrop, Stimson, Putnxx & Xobexxx, Xxe Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, xx at such other location as may be agreed upon in writing by the Company and the Representatives. For purposes of this Agreement, FIRM CLOSING DATE shall mean the hour and date of such delivery and payment.
Sample 1
Delivery of Firm Shares. Delivery of the Firm Shares, against payment of the Purchase Price in immediately available funds by wire transfer, shall be made prior to 1:00 p.m. New York City time on September 15, 2000 to the Underwriters or at such other time and date as may be agreed upon by the Company and the Underwriters. Delivery of the documents required by Section 5 hereof shall be made at such time and date at the offices of Winthrop, Stimson, Xxxxxx & Xxxxxxx, Xxx Xxxxxxx Xxxx Xxxxx, Xxx Xxxx, XX 00000, or at such other location as may be agreed upon in writing by the Company and the Underwriters. For purposes of this Agreement, Firm Closing Date shall mean the hour and date of such delivery and payment.
Sample 1
Delivery of Firm Shares. The Firm Shares to be sold by such Selling Stockholder have been validly issued as fully paid and non-assessable shares. Certificates for all of the Firm Shares to be sold by such Selling Stockholder pursuant to this Agreement are in suitable form for transfer by delivery or will be accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed.
Sample 1
Delivery of Firm Shares 
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Related to Delivery of Firm Shares

  • Purchase of Firm Shares Based on the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters an aggregate of [●] the Firm Shares at a purchase price (net of discounts) of $[●] per Share. The Underwriters agree to purchase from the Company the Firm Shares in such amounts as set forth opposite their respective names on Schedule A attached hereto and made a part hereof.

  • Purchase of Firm Units On the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, and the Underwriters agree to purchase from the Company, severally and not jointly, an aggregate of 10,000,000 units (the “Firm Units”) of the Company, as set forth opposite the respective names of the Underwriters on Schedule A hereto, at a purchase price (net of discounts and commissions and the Deferred Underwriting Commission described in Section 1.3 below) of $9.45

  • Nature and Purchase of Firm Shares (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] shares (“Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). (ii) The Underwriters, severally and not jointly, agree to purchase from the Company the number of Firm Shares set forth opposite their respective names on Schedule 1 attached hereto and made a part hereof at a purchase price of $[●] per share (93% of the per Firm Share offering price). The Firm Shares are to be offered initially to the public at the offering price set forth on the cover page of the Prospectus (as defined in Section 2.1.1 hereof).

  • Delivery of Placement Shares On or before each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Agent’s or its designee’s account (provided the Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Settlement Date) at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Agent will deliver the related Net Proceeds in same day funds to an account designated by the Company on, or prior to, the Settlement Date. The Company agrees that if the Company, or its transfer agent (if applicable), defaults in its obligation to deliver Placement Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10(a) hereto, it will (i) hold the Agent harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Company or its transfer agent (if applicable) and (ii) pay to the Agent any commission, discount, or other compensation to which it would otherwise have been entitled absent such default.

  • The Firm Shares Upon the terms herein set forth, the Company agrees to issue and sell to the several Underwriters an aggregate of 4,800,000 Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Shares set forth opposite their names on Schedule A. The purchase price per Firm Share to be paid by the several Underwriters to the Company shall be $5.875 per share.

  • Delivery of Shares Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

  • Delivery of Option Shares The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after payment therefor.

  • PURCHASE, SALE AND DELIVERY OF THE FIRM SHARES (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $ per share, the number of Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof. (b) Payment for the Firm Shares to be sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the “Closing Date.” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) (c) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase the Option Shares at the price per share as set forth in the first paragraph of this Section 2. The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by you in such manner as to avoid fractional shares. The option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Company.

  • Nature and Purchase of Firm Securities (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant.

  • Firm Shares On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 5,000,000 Firm Shares to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be$1.87 per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares (to be adjusted by the Representative to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by the Company pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the second (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the third) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the “First Closing Date.”

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