Delivery of Firm Shares Sample Clauses

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.
Sample 1
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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. 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. 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
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. 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 
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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

  • Delivery of Units As soon as practicable after each surrender of Warrants in whole or in part on the Call Date and upon satisfaction of all other requirements described in the Warrants and in Section 1.1 hereof, the Warrant Agent shall instruct the Trustee to confirm that the transfer specified under the "Callable Series" provisions of Schedule I has occurred and to cause a distribution of Trust Property to the Warrantholder as an Optional Exchange taking into account Section 1.1(i) above, if applicable. A surrender of the Warrants shall be deemed to be a simultaneous surrender of the Class A Units and Class B Units acquired in exchange therefor. If such exercise is in part only, the Warrant Agent shall instruct the Trustee to authenticate new Warrants of like tenor, representing the outstanding Warrants of the Warrantholder and the Warrant Agent shall deliver such Warrants to the Warrantholder. In each case, the Trustee shall act in accordance with such instructions.

  • Purchase of Firm Securities On the basis of the representations, warranties and agreements of the Company contained herein and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the Underwriters, severally and not jointly, and the Underwriters, severally and not jointly, agree to purchase from the Company, the Units, at a purchase price (the “Purchase Price”) (prior to discount and commissions) of $[ ] per Unit (or $[ ] per Unit net of discount and commissions).

  • 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”).

  • Delivery of Warrants (a) On the date hereof, the Borrower shall issue to the Lenders warrants to purchase an aggregate of six million two hundred fifty thousand shares of Common Stock, in substantially the form set forth on Exhibit E hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Warrants”) at an initial Exercise Price of $1.39 (the “Initial Warrant Exercise Price”) and an expiration date of March 17, 2020.

  • 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 3,000,000 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 $[●] 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.

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