Delivery of Forward Purchase Shares. (i) Parent shall register the Purchasing Party as the owner of the Forward Purchase Shares on Parent’s share register and with Parent’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the Share Purchase Closing. (ii) Each register and book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.
Appears in 4 contracts
Samples: Forward Purchase Agreement (Health Sciences Acquisitions Corp 2), Forward Purchase Agreement (Health Sciences Acquisitions Corp 2), Forward Purchase Agreement (Health Sciences Acquisitions Corp 2)
Delivery of Forward Purchase Shares. (i) Parent The Company shall register the Purchasing Party each Purchaser as the owner of the number of Forward Purchase Shares on Parent’s share register and set forth in the Adviser Allocation Notice with Parentthe Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the Share Purchase ClosingFPS Closing Date.
(ii) Each register and book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
Appears in 2 contracts
Samples: Forward Purchase Agreement (Panacea Acquisition Corp. II), Forward Purchase Agreement (Panacea Acquisition Corp. II)
Delivery of Forward Purchase Shares. (i) Parent The Company shall register the Purchasing Party each Purchaser as the owner of the number of Forward Purchase Shares on Parent’s share register and as set forth in the Purchase Notice with Parentthe Company’s transfer agent by book entry on or promptly after (but in no event more than two (2) Business Days after) the date of the Share Purchase ClosingFPS Closing Date.
(ii) Each register and book entry for the Forward Purchase Shares shall contain a notation, and each certificate (if any) evidencing the Forward Purchase Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
Appears in 1 contract
Samples: Forward Purchase Agreement (Longview Acquisition Corp. II)