Delivery of Owed Amount Sample Clauses

Delivery of Owed Amount. If the Escrow Agent (i) shall not have received from the Company Shareholders’ Representative an Objection Certificate within the Objection Period, or (ii) shall have received such an Objection Certificate within the Objection Period and shall thereafter have received either (A) a certificate from Parent and the Company Shareholders’ Representative substantially in the form of Annex III (a “Resolution Certificate”) stating that Parent and the Company Shareholders’ Representative have agreed that the Owed Amount referred to in such Indemnification Certificate of Instruction (or a specified portion of the Owed Amount) is deliverable to one or more of the Indemnified Parties or (B) a copy of a final, nonappealable order of a court of competent jurisdiction (accompanied by a certificate of Parent substantially in the form of Annex IV (a “Litigation Certificate”)) (a copy of which shall also be provided to the Company Shareholders’ Representative) stating that the Owed Amount referred to in such Indemnification Certificate of Instruction (or a specified portion of the Owed Amount) is payable to one or more of the Indemnified Parties, then the Escrow Agent shall, on or prior to the second Business Day next following, as applicable, (x) the expiration of the Objection Period or (y) the Escrow Agent’s receipt of a Resolution Certificate or a Litigation Certificate, as the case may be, instruct the Company’s transfer agent to cancel existing stock certificates in the Escrow Funds and issue new stock certificates to the Company Shareholders’ Representative, as the Company Shareholders’ Representative, with the number of shares issued to the Company Shareholders’ Representative reduced by the Owed Amount as set forth on the Indemnification Certificate of Instruction (or as otherwise directed in such Resolution Certificate or Litigation Certificate) based on the Parent Stock Value; provided that if such Resolution Certificate or Litigation Certificate specifies that a lesser amount than such Owed Amount is payable to Parent, the number of shares issued to the Company Shareholders’ Representative, as Company Shareholders’ Representative shall be reduced by such lesser amount.
Sample 1
AutoNDA by SimpleDocs

Related to Delivery of Owed Amount

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

  • Delivery of Items The Borrower will (a) promptly (but in no event later than one Business Day) after its receipt thereof, deliver to the Lender any documents or certificates of title issued with respect to any property included in the Collateral, and any promissory notes, letters of credit or instruments related to or otherwise in connection with any property included in the Collateral, which in any such case come into the possession of the Borrower, or shall cause the issuer thereof to deliver any of the same directly to the Lender, in each case with any necessary endorsements in favor of the Lender and (b) deliver to the Lender as soon as available copies of any and all press releases and other similar communications issued by the Borrower.

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

  • Delivery of Reports The Depository shall furnish to Holders of Receipts any reports and communications received from the Corporation which are received by the Depository, as the holder of the Stock, and which the Corporation is required to furnish to the holders of the Stock.

  • Delivery of Unlegended Shares a) Within three (3) business days (such third business day being the “Unlegended Shares Delivery Date”) after the business day on which the Company has received (i) a notice that Conversion Shares, or any other Common Stock held by the Purchaser has been sold pursuant to a registration statement or Rule 144 under the 1933 Act, (ii) a representation that the prospectus delivery requirements, or the requirements of Rule 144, as applicable and if required, have been satisfied, (iii) the original share certificates representing the shares of Common Stock that have been sold, and (iv) in the case of sales under Rule 144, customary representation letters of the Purchaser and, if required, Purchaser’s broker regarding compliance with the requirements of Rule 144, the Company at its expense, (y) shall deliver, and shall cause legal counsel selected by the Company to deliver to its transfer agent (with copies to Purchaser) an appropriate instruction and opinion of such counsel, directing the delivery of shares of Common Stock without any legends including the legend set forth in Section 4(h) above (the “Unlegended Shares”); and (z) cause the transmission of the certificates representing the Unlegended Shares together with a legended certificate representing the balance of the submitted Common Stock certificate, if any, to the Purchaser at the address specified in the notice of sale, via express courier, by electronic transfer or otherwise on or before the Unlegended Shares Delivery Date.

  • Delivery of Schedules The Company and the Physician shall deliver to Vision 21 all Schedules required to be delivered by them prior to the Closing.

  • Delivery of Opinion The Company shall have caused the Company Counsel to furnish to the Manager its opinion and negative assurance statement, dated as of such date and addressed to the Manager in form and substance acceptable to the Manager.

  • Delivery of Payment Optionee herewith delivers to the Company the full purchase price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in connection with the exercise of the Option.

  • Delivery of Note The Lender shall have received a Note duly executed and delivered by an Authorized Officer of the Borrower.

  • Delivery of Consideration 6 3.1 Stockholders' Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 3.2 Stockholders' Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Time is Money Join Law Insider Premium to draft better contracts faster.