Delivery of Parent Shares. Upon notice from Callco or Exchangeco of any event that requires Callco or Exchangeco to deliver or cause to be delivered Parent Shares to any holder of Exchangeable Shares, the Parent shall forthwith issue and deliver or cause to be delivered the requisite number of shares of Parent Shares to Callco or Exchangeco, as appropriate, and Callco or Exchangeco, as the case may be, shall forthwith deliver or cause to be delivered the requisite number of Parent Shares to or for the benefit of the former holder of the surrendered Exchangeable Shares. All such Parent Shares shall be duly authorized and validly issued as fully paid, non-assessable, free of pre-emptive rights and shall be free and clear of any lien, claim or encumbrance. In consideration for the issuance and delivery of each such Parent Share, Callco or Exchangeco, as the case may be, shall subscribe a cash amount or pay a purchase price equal to the fair market value of the Parent Shares, and the Parent shall contribute or cause to be contributed to the capital of Callco or Exchangeco, as the case may be, the cash necessary for Callco or Exchangeco, as the case may be, to effect such subscription or payment.
Delivery of Parent Shares. Upon notice from Callco or the Company of any event that requires Callco or the Company to deliver or cause to be delivered Parent Shares to any holder of Exchangeable Shares, Parent shall forthwith issue and deliver or cause to be delivered the requisite number of shares of Parent Shares for the benefit of Callco or the Company, as appropriate, and Callco or the Company, as the case may be, shall forthwith cause to be delivered the requisite number of Parent Shares to be received by or for the benefit of the former holder of the surrendered Exchangeable Shares. All such Parent Shares shall be duly authorized and validly issued as fully paid, non-assessable, free of preemptive rights and shall be free and clear of any lien, claim or encumbrance.
Delivery of Parent Shares. EFFECT OF EXERCISE. Promptly after receipt of the certificates, duly endorsed in blank, representing the Exchangeable Shares in respect of which the Exchange Right was exercised pursuant to section 2.4 hereof (together with such documents and instruments of transfer and a duly completed form of notice of exercise of the Exchange Right (and payment of taxes, if any, or evidence thereof in accordance with section 2.4 hereof)), Parent shall notify the Corporation of its receipt of the same and, subject to section 1.5, Parent shall promptly thereafter deliver or cause to be delivered to the Holder of such Exchangeable Shares (or to such other Persons, if any, properly designated by such Holder) (i) the certificates for the number of Parent Shares issuable in connection with the exercise of the Exchange Right, which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any Liens placed thereon by Parent or the Corporation, if applicable, or (ii) the corresponding Cash Compensation, as provided in this Agreement. Immediately upon the exercise of the Exchange Right, as provided in section 2.4 hereof, the closing of the transaction of purchase and sale contemplated by the Exchange Right shall be deemed to have occurred, and the Holder of such Exchangeable Shares shall be deemed to have transferred to Parent all of its right, title and interest in and to such Exchangeable Shares free and clear of all Liens and shall cease to be a holder of such Exchangeable Shares and shall not be entitled to exercise any of the rights of a holder in respect thereof, other than the right to receive the purchase price therefor, unless the requisite number of Parent Shares or Cash Compensation, as the case may be, is not allotted, issued and/or delivered by Parent to such Holder (or to such other Persons, if any, properly designated by such Holder) within five Business Days of the Exchange Date, in which case the rights of the Holder shall remain unaffected until such Parent Shares or Cash Compensation are so allotted, issued and/or delivered by Parent and any such cheque or property is so delivered and paid. Concurrently with such Holder ceasing to be a holder of Exchangeable Shares, the Holder shall be considered and deemed for all purposes to be a holder of Parent Shares delivered to such Holder, if any, pursuant to the Exchange Right. The Board of Directors shall sanction or approve any transfer of Exchangeable Shares made pursuant to an exer...
Delivery of Parent Shares. In furtherance of its obligations hereunder, upon notice of any event which requires the Corporation to cause to be delivered Parent Shares to any holder of Exchangeable Shares, Parent shall forthwith issue and deliver the requisite number of Parent Shares to the Transfer Agent for delivery to or to the order of the former holder of the surrendered Exchangeable Shares, as the Corporation shall direct. All such Parent Shares shall, when issued and delivered against the surrender of the applicable surrender documents, be duly issued, fully paid and non-assessable, and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim.
Delivery of Parent Shares. At the Closing, on the basis of the Payment Schedule, Subsidiary shall deliver, to each holder that has theretofore surrendered its certificates or acceptable evidences thereof to the Company in accordance with Section 3.1(b) hereof, that number of Parent Shares referred to in clause 4.1(a) (ii) above. Any part or portion of the total number of Parent Shares which are not so distributed to shareholders of the Company upon the Closing Date in accordance with this Section 4.1(c) shall be held by Parent. Parent shall send to any holders of Company Common Shares who shall not have so surrendered stock certificates, or acceptable evidences thereof, at or prior to the Closing Date, a letter of transmittal instructing such holders to surrender to Parent their certificates, duly endorsed in blank, or acceptable evidences thereof. Upon delivery thereof, the holders shall be entitled to, and the Parent shall distribute to such holders, the Parent Shares for the shares of Company Common Shares held by such holders.
Delivery of Parent Shares. Parent The Sub shall deliver the Parent Shares to the Shareholders at Closing in the form of certificates evidencing ownership as follows: Shareholders Parent Shares ------------ -------------
Delivery of Parent Shares. Within three business days after the Effective Time, Parent shall deliver to the Shareholders a certificate representing the number of shares of Parent Common Stock deliverable to each Shareholder calculated in accordance with Section 1.6, less the number of shares of Parent Common Stock to be deposited into escrow pursuant to Section 1.8.
Delivery of Parent Shares. 7.1.1 On the Scheduled Closing Date, Parent shall issue and deliver to Seller the 20% Base Purchase Price in the form of newly issued, fully-paid, non-assessable SPAExecution Version common shares, par value USD 0.01, of the Parent duly registered in the name of Seller ("Parent Shares"). The resolution of the board of directors of Parent approving the issuance and delivery of the Parent Shares to Seller on the Scheduled Closing Date is attached hereto as Exhibit 7.1.1.
Delivery of Parent Shares. 5.1 For properly deposited Letters of Transmittal received by You, You will, as soon as practicable upon Your receipt of the Treasury Direction, the Company Shareholder Allocation Schedule and written notice from the Parent that the Merger is effective or, with respect to the Surplus Shares, the Final Merger Consideration has been determined and a revised Company Shareholder Allocation Schedule has been provided to You, as applicable, arrange for the delivery of the Deposited Shares or the Surplus Shares, if any, in accordance with the terms and conditions of this Agreement, the instructions in the Letters of Transmittal, and specifically in accordance with this Section 5.1. You will not arrange for delivery of the Pro-Rata Shares to any given Registered Shareholder until the Letter of Transmittal and all required documents for such Registered Shareholder are received by You on or after the Effective Time but on or prior to the first anniversary of the determination of the Final Merger Consideration, unless You are otherwise instructed in writing by Parent. Following the later of the Effective Time and the date a Registered Shareholder provides to You a duly completed Letter of Transmittal, together with such other additional documents and instruments as provided for in the Letter of Transmittal duly executed and completed as TSX Trust may reasonably require, as soon as reasonably practicable thereafter, You shall
Delivery of Parent Shares. Within fourteen (14) days after the Effective Time, Parent shall deliver to the Shareholders a number of shares of Parent Common Stock calculated in accordance with Section 1.6, less the number of shares of Parent Common Stock to be deposited into escrow pursuant to Section 1.8, and each Shareholder shall surrender all certificates ("Certificates") representing such Shareholder's shares of Fusion Common Stock in exchange therefor.
