Delivery of Ordinary Shares. The Company will deliver to the Custodian (as defined in the Deposit Agreement) (the "ADS CUSTODIAN"), such Ordinary Shares required for the issuance of the ADSs by the ADS Depositary upon conversion of the Securities, plus written delivery instructions (if requested by the ADS Custodian) for such ADSs, a notice in substantially the form set forth in EXHIBIT A hereto (the "CONVERSION NOTICE") duly completed and executed by each Holder surrendering such Securities for conversion certifying its status as an affiliate or non-affiliate, as the case may be, of the Company within the meaning of Rule 144 and any other information or documentation required by the ADS Depositary or the ADS Custodian in connection with each deposit of the Ordinary Shares and issuance and delivery of the ADSs.
Delivery of Ordinary Shares. The Company will deliver to the ADS custodian, such Ordinary Shares required for the issuance of the ADSs by the ADS Depositary upon conversion of the Securities, plus written delivery instructions (if requested by the ADS Depositary or the ADS custodian) for such ADSs and any other information or documentation required by the ADS Depositary the ADS custodian in connection with each deposit of the Ordinary Shares and issuance and delivery of the ADSs.
Delivery of Ordinary Shares. The Company shall deliver to the Custodian (as defined in the Deposit Agreement) (the ADS Custodian), such Ordinary Shares required for the issuance of the ADSs by the ADS Depositary upon conversion of the Notes, plus written delivery instructions (if requested by the ADS Custodian) for such ADSs, a Conversion Notice duly completed and executed by each Holder surrendering such Notes for conversion certifying its status as an affiliate or non-affiliate, as the case may be, of the Company within the meaning of Rule 144 and any other information or documentation required by the ADS Depositary or the ADS Custodian in connection with each deposit of the Ordinary Shares and the issuance and delivery of the ADSs.
Delivery of Ordinary Shares. The PSU Award represents an unfunded, unsecured contractual right to receive Ordinary Shares, subject to the terms and conditions of this Award Agreement and the Plan. Ordinary Shares subject to the PSU Award will not be issued and outstanding until delivered to Participant in accordance with the terms of this Award Agreement and the Plan. Vested Earned Shares will be delivered as soon as practicable (and in any event no later than two and one-half months following the end of the Performance Period) after the earliest to occur of (i) the Vesting Date; (ii) Participant’s death; and (iii) Participant’s CIC Qualifying Termination. The number of Earned Shares delivered to Participant will be reduced by any Ordinary Shares retained by the Company to satisfy applicable tax withholding obligations).
Delivery of Ordinary Shares. The Company shall endeavor to effect delivery of the Ordinary Shares pursuant to the terms of the Notice of Conversion, by close of business on the Delivery Date. If the Company fails to deliver such Ordinary Shares to the Holder by such time, and unless such failure is due to causes beyond the Company’s reasonable control or that of its Transfer Agent, the Holder will be entitled to revoke the relevant Notice of Conversion by delivering a notice to such effect to the Company, whereupon the Company and the Holder shall each be restored to their respective positions immediately prior to delivery of such Notice of Conversion.
Delivery of Ordinary Shares. Subject as provided herein and in the Conditions, the Ordinary Shares to be transferred and delivered on conversion of any Bonds shall be delivered through Monte Titoli S.p.A. unless at the relevant time the Ordinary Shares are not a participating security in Monte Titoli S.p.A., and such Ordinary Shares shall be credited by the Issuer to the account specified by the relevant Bondholders in the relevant Conversion Notice (which must be the account of a direct participant of Monte Titoli S.p.A. unless at the relevant time the Ordinary Shares are not a participating security in Monte Titoli S.p.A.).
Delivery of Ordinary Shares. Subject as provided herein and in the Conditions, the newly- issued Ordinary Shares to be issued on conversion of any Bonds, shall be issued in uncertificated form through Iberclear and such newly-issued Ordinary Shares and any existing Ordinary Shares to be transferred on conversion of any Bonds shall be credited by the Issuer to the account specified by the relevant Bondholders in the relevant Conversion Notice (which must be the account of a direct participant of Iberclear).
Delivery of Ordinary Shares. (i) The Issuer shall, on or prior to the Conversion Settlement Date, allot, issue and deliver to the Holders such number of Ordinary Shares as is required to satisfy in full the Issuer’s obligation to deliver Ordinary Shares in respect of the Conversion of the aggregate amount of CCNs as at the Conversion Date. Receipt by the Holders of such Ordinary Shares and Accrued Conversion Interest (if any) shall be a good and complete discharge of the Issuer’s obligations in respect of the CCNs.
(ii) In order to obtain delivery of the relevant Ordinary Shares upon a Conversion, the relevant Holder must deliver the relevant Certificates representing the CCNs held by it to the specified office of the Registrar prior to the Conversion Settlement Date.
(iii) The Issuer shall procure that Ordinary Shares to be created, issued and delivered following a Conversion Event will be delivered to the Holders in uncertificated form through CREST, unless at the relevant time the Ordinary Shares are not a participating security in CREST or the relevant holder elects to receive the Ordinary Shares in certificated registered form. Where the Ordinary Shares are to be delivered through CREST, they will be delivered to an account specified by the relevant Holder on or prior to the Conversion Settlement Date. Where the Ordinary Shares are to be delivered in certificated form, a certificate in respect thereof will be dispatched by mail free of charge (but uninsured and at the risk of the recipient) to the relevant Holder at such address as is specified by the Holder on or prior to the Conversion Settlement Date.
Delivery of Ordinary Shares. (a) In connection with the delivery of Ordinary Shares to a Beneficial Owner pursuant to Section 3.03(a) the Warrant Agent shall:
(1) promptly deposit in the Funds Account all Funds received in payment of the applicable Exercise Price;
(2) promptly cancel and destroy the applicable Global Warrant Certificate if all Warrants represented thereby have been exercised in full and deliver a certificate of destruction to the Company, unless the Company shall otherwise direct in writing; and
(3) if all Warrants represented by a Global Warrant Certificate shall not have been exercised in full, note and authenticate such decrease in the Number of Warrants on Schedule A of such Global Warrant Certificate.
(b) With respect to each properly exercised Warrant in accordance with this Warrant Agreement, the Company shall cause its transfer agent to issue, in book-entry form at the transfer agent or through the Depository, the Ordinary Shares due in connection with such exercise for the benefit and in the name of the Person designated by the Beneficial Owner submitting the applicable Exercise Notice. The Person on whose behalf and in whose name any Ordinary Shares are registered shall for all purposes be deemed to have become the holder of record of such Ordinary Shares as of the Close of Business on the applicable Exercise Date.
(c) Each Person in whose name any Ordinary Shares are issued shall for all purposes be deemed to have become the holder of record of such shares as of the date of payment by the Beneficial Owner of the Exercise Price in accordance with Section 3.03(a). The Company shall not close its books against the Transfer of a Warrant or any Ordinary Share issued or issuable upon the exercise of a Warrant in any manner which interferes with the timely exercise of a Warrant.
(d) Promptly after the Warrant Agent shall have taken the action required by this Section 3.04 (or at such later time as may be mutually agreeable to the Company and the Warrant Agent), the Warrant Agent shall account to the Company with respect to any Warrants exercised (including, without limitation, with respect to any Exercise Price paid to the Warrant Agent).
(e) All Ordinary Shares issuable upon exercise of a Warrant will be duly and validly issued, fully paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer under the Charter or any agreement between a Beneficial Owner and the Company and under applicable state and federal securities...
Delivery of Ordinary Shares. (a) Subject to Sections 4(b), within 30 days following the vesting of the RSUs, Holder will receive the number of Ordinary Shares that correspond to the number of RSUs that have become vested. The Company will cause to be delivered to Holder, Xxxxxx’s legal representative or Holder’s beneficiary a certificate for such Ordinary Shares.
(b) If Holder is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such issuance would otherwise be made pursuant to Section 4(a), such issuance will be instead made on the earlier of (i) the date that Holder is not subject to any such policy or restriction and (ii) the later of the end of the calendar year in which such issuance would otherwise have been made and a date that is immediately prior to the expiration of 2½ months following the date such issuance would otherwise have been made under this Agreement.
