DELIVERY OF PARENT COMMON STOCK Sample Clauses

DELIVERY OF PARENT COMMON STOCK. Newco shall have delivered to ------------------------------- the respective Stockholders the certificates representing the Parent Common Stock, in accordance with Section 1.2 hereof.
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DELIVERY OF PARENT COMMON STOCK. (a) At the Closing, each Company Shareholder shall deliver to the Parent such Company Shareholder's certificate or certificates which immediately prior to the Effective Time represented issued and outstanding Company Shares (individually a "Certificate" and collectively the "Certificates"). Subject to this Section 3.02(a), such Company Shareholder shall be entitled to receive in exchange therefor a certificate representing all of the shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 3.01 hereof, rounded up to the nearest whole number. No certificates or scrip for fractional shares of Parent Common Stock will be issued, no Parent stock split or dividend shall be paid in respect of any fractional share interest, and no such fractional shares interest shall entitle the owner thereof to vote or to any rights of or as a stockholder of Parent. Of the total number of shares of Parent Common Stock issuable to the Company Shareholders, an aggregate number of shares of Parent Common Stock equal to $1,000,000 divided by the Closing Market Value rounded up to the nearest share (the "Escrow Shares") shall be deposited by the Parent with the Escrow Agent in accordance with the terms and provisions of the Escrow Agreement. The Escrow Shares to be delivered to the Escrow Agent shall be allocated to, and deemed delivered on behalf of, each Company Shareholder in an amount equal the product of (i) the total number of Escrow Shares to be delivered to the Escrow Agent and (ii) a fraction, the numerator of which is the number of shares of Parent Common Stock to which such Company Shareholder is entitled pursuant to Section 3.01 and this Section 3.02, and the denominator of which is the total number of shares of Parent Common Stock issued pursuant to Section 3.01 and this Section 3.02, rounded up to the next whole share. The delivery of the Escrow Shares shall be made on behalf of the Company Shareholders in accordance with the provisions hereof, with the same force and effect as if such shares had been delivered by Parent directly to such holders and subsequently delivered by such holders to the Escrow Agent. The shares so deposited shall be evidenced by separate certificates in the names of the Company Shareholders and shall be subject to the terms and conditions of the Escrow Agreement.
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DELIVERY OF PARENT COMMON STOCK. In furtherance of the obligations of Parent under subsections 2.l(e) and (f) hereof, upon notice of any event that requires the Acquisition Sub to cause to be delivered Parent Common Stock to any holder of Exchangeable Shares, Parent shall forthwith deliver the requisite Parent Common Stock to or to the order of the former holder of the surrendered Exchangeable Shares, as the Acquisition Sub shall direct. All such Parent Common Stock shall be duly issued as fully paid and non-assessable and shall be free and clear of any Liens. In consideration of the delivery of each such share of Parent Common Stock by Parent, the Acquisition Sub shall issue Parent, or as Parent shall direct, such number of common shares of the Acquisition Sub as is equal to the fair value of such share of Parent Common Stock.
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DELIVERY OF PARENT COMMON STOCK. The Parent Common Stock to be issued pursuant to the share exchange under Section 1.8(c) shall be delivered to the holders of Certificates in such denominations as set forth on Exhibit A hereto.
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DELIVERY OF PARENT COMMON STOCK. The Parent Common Stock to ------------------------------- be delivered to Seller by Buyer pursuant hereto at the Closing has been, and the Parent Common Stock to be delivered to Seller pursuant to Section 2.3 will be, when delivered, validly authorized, duly issued, fully-paid and non-assessable.
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DELIVERY OF PARENT COMMON STOCK. As soon as practicable after the Closing Date, but no later than the earlier of 30 days from the Closing or the effectiveness of the Registration Statement (as defined in Section 7.2(a) below) as declared by the SEC, Parent will deliver to the Shareholders stock certificates representing the Parent Common Stock which each Shareholder is entitled to receive pursuant to Section 1.5 bearing the name and number of shares to which such Shareholder is entitled.
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Related to DELIVERY OF PARENT COMMON STOCK

  • Delivery of Common Stock Subject to the terms of the Plan and Section 6 below, if the RSUs awarded by this Agreement become vested, the Company shall promptly distribute to Employee the number of shares of Common Stock equal to the number of the RSUs that so vested; provided that to the extent required by Code Section 409A, delivery of shares of Common Stock upon a Participant’s “separation from service” within the meaning of Code Section 409A shall be deferred until the six month anniversary of such separation from service. In connection with the delivery of the shares of Common Stock pursuant to this Agreement, the Participant agrees to execute any documents reasonably requested by the Company and provide therein customary representations and warranties related to the receipt of such shares of Common Stock.

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • Delivery of Shares of Common Stock As soon as reasonably practicable following the date of vesting pursuant to the Vesting Period, or Executive’s earlier termination of employment or other event entitling Executive to vest in the RSUs pursuant to Paragraph 3, subject to Section 9(i), Newmont shall cause to be delivered to Executive a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Paragraph 5) deliverable to Executive in accordance with the provisions of this Agreement; provided, however, that Newmont may allow Executive to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Executive’s tax withholding obligations with respect to such Common Stock), sold on behalf of Executive, with the cash proceeds thereof, net of tax withholding, remitted to Executive, in lieu of Executive receiving a stock certificate or electronic delivery of shares in a direct registration system.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

  • Delivery of the Common Shares The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters.

  • Issuance of Parent Common Stock When issued in accordance with the terms of this Agreement, the shares of Parent Common Stock to be issued pursuant to Section 1.3(b) to the holders of Company Shares will be duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Delivery of Merger Consideration As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Book-Entry Share immediately prior to the Effective Time a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration, in such form as the Company and Parent may reasonably agree. Upon proper surrender of a Certificate or Book-Entry Share for exchange and cancellation to the Exchange Agent, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration (which, to the extent it is Stock Consideration, shall be in non-certificated book-entry form) in respect of the shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares.

  • No Fractional Shares of Parent Common Stock (a) No certificates or scrip of shares of Parent Common Stock representing fractional shares of Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of Certificates and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Parent or a holder of shares of Parent Common Stock.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Legend on Common Stock Certificates Certificates for shares of the ------------------------------------- Common Stock issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, dated as of October 11, 2001 (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the "Company") and Registrar and Transfer Company, the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Until the Separation Time, certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.

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