Delivery of Invoices Such Grantor will deliver to the Administrative Agent immediately upon its request after the occurrence and during the continuation of an Event of Default duplicate invoices with respect to each Account owned by it bearing such language of assignment as the Administrative Agent shall specify.
Delivery of Investments The Custodian shall release and deliver domestic investments owned by a Fund held by the Custodian or in a U.S. Securities System account of the Custodian or in the Custodian’s Direct Paper System account ("Direct Paper System Account") only upon receipt of Proper Instructions, which may be continuing instructions when agreed to by the parties, and only in the following cases:
Delivery of Instruments and Chattel Paper If any amount payable under or in connection with any of such Grantor’s Collateral shall be or become evidenced by any Instrument or Chattel Paper, such Grantor shall (except as provided in the following sentence) be entitled to retain possession of all Collateral of such Grantor evidenced by any Instrument or Chattel Paper, and shall hold all such Collateral in trust for the Collateral Agent, for the benefit of the Secured Parties. In the event that an Event of Default shall have occurred and be continuing, upon the request of the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, such Instrument or Chattel Paper shall be promptly delivered to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, duly indorsed in a manner reasonably satisfactory to the Collateral Agent, the Note Agent, the applicable Collateral Representative or any Additional Agent, as applicable, in accordance with the Intercreditor Agreement, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any time other than in connection with any sale or other disposition of such Collateral in a transaction permitted by the Credit Agreement or as contemplated by the Intercreditor Agreement.
Issuance, Sale and Delivery of the Shares The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.
Delivery of Letter of Credit Tenant shall deliver to Landlord concurrent with Tenant’s execution of this Lease, as protection for the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer (including, without limitation, damages provided to Landlord pursuant to Section 1951.2 of the California Civil Code) as a result of any breach or default by Tenant under this Lease, an unconditional, clean, irrevocable negotiable standby letter of credit (the “L/C”) in the amount set forth in Section 10 of the Summary (the “L/C Amount”), in the form attached hereto as Exhibit I, payable in the City of San Francisco, California (or payable upon delivery of a draw request sent by Landlord by overnight courier delivery), running in favor of Landlord, drawn on a bank (the “Bank”) reasonably approved by Landlord and at a minimum having a long term issuer credit rating from Standard and Poor’s Professional Rating Service of A or a comparable rating from Xxxxx’x Professional Rating Service (the “Credit Rating Threshold”), and otherwise conforming in all material respects to the requirements of this Article 21, including, without limitation, all of the requirements of Section 21.2 below, all as set forth more particularly hereinbelow. Tenant shall pay all expenses, points and/or fees incurred by Tenant in obtaining and maintaining the L/C. In the event of an assignment by Tenant of its interest in the Lease (and irrespective of whether Landlord’s consent is required for such assignment), the acceptance of any replacement or substitute letter of credit by Landlord from the assignee shall be subject to Landlord’s prior written approval, in Landlord’s reasonable discretion, and the out-of-pocket attorney’s fees for outside counsel incurred by Landlord in connection with such determination shall be payable by Tenant to Landlord within ten (10) days of billing.
Delivery of Collateral All certificates representing or evidencing the Pledged Stock shall be delivered to and held by or on behalf of Pledgee pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance satisfactory to Pledgee. Each Pledgor hereby authorizes the Issuer upon demand by the Pledgee to deliver any certificates, instruments or other distributions issued in connection with the Collateral directly to the Pledgee, in each case to be held by the Pledgee, subject to the terms hereof. Upon the occurrence and during the continuance of an Event of Default (as defined below), the Pledgee shall have the right, during such time in its discretion and without notice to the Pledgor, to transfer to or to register in the name of the Pledgee or any of its nominees any or all of the Pledged Stock. In addition, the Pledgee shall have the right at such time to exchange certificates or instruments representing or evidencing Pledged Stock for certificates or instruments of smaller or larger denominations.
Retention of Agent; Compensation; Sale and Delivery of the Shares Subject to the terms and conditions herein set forth, the Primary Parties hereby appoint the Agent as their exclusive financial advisor and records agent (i) to utilize its best efforts to solicit subscriptions for the Shares and to advise and assist the Holding Company and the Bank with respect to the sale of the Shares in the Subscription and Community Offering; (ii) act as sole book running manager in connection with the solicitation of purchase orders for securities in the Syndicated Offering, and (iii) as the managing underwriter in the Public Offering, if necessary. On the basis of the representations, warranties, and agreements herein contained, but subject to the terms and conditions herein set forth, the Agent accepts such appointment and agrees to consult with and advise the Primary Parties as to the matters set forth in the letter agreement, dated January 15, 2014, among the MHC, and the Agent (a copy of which is attached hereto as Exhibit A). On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Agent accepts its appointment and agrees to use its best efforts to assist the Holding Company with the solicitation of subscriptions and purchase orders for Securities in accordance with this Agreement; provided, however, that is acknowledged by the Primary Parties that the Agent shall not be obligated to take any action that is inconsistent with any applicable laws, regulations, decisions or orders. The appointment of the Agent pursuant to this Agreement shall terminate upon the earlier to occur of (a) forty-five (45) days after the last day of the Offerings, unless the Holding Company and the Agent agree in writing to extend such period and the Division agrees to extend the period of time in which the Securities may be sold, (b) the receipt and acceptance of subscriptions and purchase orders for all of the Shares or (c) the completion of the Public Offering (the “End Date”). All fees or expenses due to the Agent but unpaid will be payable to the Agent in next day funds at the earlier of the Closing Date (as hereinafter defined) or the End Date. If any of the Shares remain available after the expiration of the Subscription and Community Offering, at the request of the Holding Company and the Bank, the Agent may, in its sole discretion, either (i) seek to form a syndicate of registered brokers or dealers (“Selected Dealers”) to assist in the solicitation of purchase orders of such Shares on a best efforts basis in a Syndicated Offering, subject to the terms of a selected dealer agreement or (ii) enter into an underwriting agreement with the Holding Company and the Bank (the “Underwriting Agreement”) for the Public Offering in the form attached as Exhibit B hereto. The Agent will serve as (i) sole book running manager for the Syndicated Offering and (ii) managing underwriter of the Public Offering. The Agent will endeavor to distribute the Shares among the Selected Dealers or selected underwriters, as applicable, in a fashion that best meets the distribution objectives of the Holding Company and the Bank and the requirements of the Plan, which may result in limiting the allocation of stock to certain Selected Dealers or selected underwriters, as applicable. It is understood that in no event shall the Agent be obligated to act as a Selected Dealer, to enter into the Underwriting Agreement or to take or purchase any Shares except pursuant to the Underwriting Agreement. The Underwriting Agreement will not be entered into by the Agent and the Holding Company and the Bank until immediately prior to the completion of the Public Offering and the filing of a post-effective amendment to the Registration Statement with the Commission which reflects the terms of the Public Offering, and which post-effective amendment shall comply with all applicable 1933 Act Regulations. At that time, the Agent will represent that it has received sufficient indications of interest to complete the transaction. Pursuant to the terms of the Underwriting Agreement and subject to certain customary provisions and conditions to closing, upon the execution of the Underwriting Agreement, the Agent and any other underwriters will be obligated to purchase all the Shares subject to the Public Offering. In the event the Holding Company is unable to sell a minimum of 23,375,000 Shares within the period herein provided, this Agreement shall terminate and the Holding Company shall refund to any persons who have subscribed for any of the Shares the full amount which it may have received from them plus accrued interest, as set forth in the Prospectus; and none of the parties to this Agreement shall have any obligation to the other parties hereunder, except as set forth in this Section 2 and in Sections 7, 9 and 10 hereof. In the event this Agreement is terminated for any reason not attributable to the action or inaction of the Agent, the Agent shall be paid the fees due to the date of such termination pursuant to subparagraphs (a) and (d) below. The Agent shall receive the following compensation for its services hereunder:
Delivery of Instruments, etc Upon request by the Lender, the Borrower will promptly deliver to the Lender in pledge all instruments, documents and chattel papers constituting Collateral, duly endorsed or assigned by the Borrower.
Delivery of the Collateral (a) Each Pledgor agrees promptly to deliver or cause to be delivered to the Collateral Agent any and all Pledged Securities, and any and all certificates or other instruments or documents representing the Collateral.
Delivery of Instruments, Certificated Securities and Chattel Paper If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security or Chattel Paper, such Instrument, Certificated Security or Chattel Paper shall be immediately delivered to the Administrative Agent, duly indorsed in a manner satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement.
