Delivery of Share Certificate. The Corporation shall issue a certificate or certificates for the Shares, registered in the name of the Purchaser, which certificate(s) shall upon redelivery thereof to the Corporation pursuant to the following provisions of this Section 3 be held by the Corporation until the restrictions on such Shares shall have lapsed and the Shares shall thereby have become vested or the Shares represented thereby are repurchased by the Corporation in accordance with Section 5. Upon delivery to the Purchaser of the certificate(s) representing the Shares, the Purchaser shall redeliver such certificate(s) to the Corporation, together with a stock power or stock powers, in blank and in substantially the form attached hereto, with respect to such certificate(s), to be held by the Corporation pursuant to the terms hereof. The Purchaser hereby appoints the Corporation and each of its authorized representatives as the Purchaser's attorney(s)-in-fact to effect any transfer of the Shares that are repurchased by the Corporation in accordance with the terms hereof or related cash, property or rights (including Restricted Property, as such term is defined below) to the Corporation as may be required pursuant to this Exercise Agreement and to execute such documents as the Corporation or such representatives deem necessary or advisable in connection with any such transfer. Promptly after the vesting of the Shares in accordance with Section 2 above, a certificate or certificates evidencing the number of shares of Common Stock as to which the restrictions have lapsed or been released shall be delivered to the Purchaser or other person entitled under the terms hereof and of the Plan to receive the shares. The Shares so delivered shall no longer be subject to the Corporation's repurchase right under Section 5, but such shares shall continue to be subject to the other restrictions set forth herein, in the Option Agreement, and in the Plan. Vested Shares and any other amounts deliverable pursuant to the Shares shall be delivered and paid only to the Purchaser or the Purchaser's beneficiary or personal representative, as the case may be.
Appears in 5 contracts
Samples: Option Exercise Agreement (Red Robin Gourmet Burgers Inc), Option Exercise Agreement (Red Robin Gourmet Burgers Inc), Option Exercise Agreement (Red Robin Gourmet Burgers Inc)
Delivery of Share Certificate. The Corporation shall issue a certificate or certificates for the Shares, registered in the name of the Purchaser, which certificate(s) shall upon redelivery thereof to the Corporation pursuant to the following provisions of this Section 3 be held by the Corporation until the restrictions on such Shares shall have lapsed and the Shares shall thereby have become vested or the Shares represented thereby are repurchased by the Corporation in accordance with Section 5. Upon delivery to the Purchaser of the certificate(s) representing the Shares, the Purchaser shall redeliver such certificate(s) to the Corporation, together with a stock power or stock powers, in blank and in substantially the form attached hereto, with respect to such certificate(s), to be held by the Corporation pursuant to the terms hereof. The Purchaser hereby appoints the Corporation and each of its authorized representatives as the Purchaser's attorney(s)-in-fact to effect any transfer of the Shares that are repurchased by the Corporation in accordance with the terms hereof or related cash, property or rights (including Restricted Property, as such term is defined below) to the Corporation as may be required pursuant to this Exercise Agreement and to execute such documents as the Corporation or such representatives deem necessary or advisable in connection with any such transfer. Promptly after the vesting of the Shares in accordance with Section 2 above, a certificate or certificates evidencing the number of shares of Common Stock as to which the restrictions have lapsed or been released or such lesser number as may be permitted pursuant to Section 4.4 of the Plan (tax withholding) shall be delivered to the Purchaser or other person entitled under the terms hereof and of the Plan to receive the shares. The Purchaser or such other person shall deliver to the Corporation any representations or other documents or assurances required pursuant to Section 4.3 of the Plan. The Shares so delivered shall no longer be subject to the Corporation's repurchase right under Section 5, but such shares shall continue to be subject to the other restrictions set forth herein, in the Option Agreement, and in the Plan. Vested Shares and any other amounts deliverable pursuant to the Shares shall be delivered and paid only to the Purchaser or the Purchaser's beneficiary Beneficiary or personal representativePersonal Representative, as the case may be.
Appears in 3 contracts
Samples: Incentive Stock Option Agreement (Accent Optical Technologies Inc), Nonqualified Stock Option Agreement (Accent Optical Technologies Inc), Nonqualified Stock Option Agreement (Accent Optical Technologies Inc)
Delivery of Share Certificate. The Corporation shall issue a certificate or certificates for the Shares, registered in the name of the Purchaser, which certificate(s) shall upon redelivery thereof Subject to the Corporation pursuant to the following provisions of this Section 3 be held by 9, upon receipt of a Warrant Certificate with the Corporation until the restrictions on such Shares shall have lapsed and the Shares shall thereby have become vested or the Shares represented thereby are repurchased by the Corporation in accordance with Section 5. Upon delivery to the Purchaser of the certificate(s) representing the Shares, the Purchaser shall redeliver such certificate(s) to the Corporationexercise form thereon duly executed, together with a stock power or stock powerspayment in full of the Exercise Price for the Warrant Shares being purchased by such exercise, in blank and in substantially the form attached hereto, with respect Warrant Agent shall requisition from the Company's transfer agent (which transfer agent may be the Warrant Agent pursuant to such certificate(sits appointment therefor separately from this Agreement), to be held by certificates for Warrant Shares and upon receipt shall make delivery of certificates evidencing the Corporation pursuant to the terms hereoftotal number of whole Warrant Shares for which Warrants are then being exercised, together with cash as provided in Section 4.7 hereof in respect of any fractional Warrant Shares otherwise issuable upon such surrender. The Purchaser hereby appoints the Corporation certificates shall be in such names and each of its authorized representatives denominations as the Purchaser's attorney(s)-in-fact to effect any transfer of the Shares that are repurchased by the Corporation required for delivery to, or in accordance with the terms hereof or related cash, property or rights (including Restricted Property, as such term is defined below) to the Corporation as may be required pursuant to this Exercise Agreement and to execute such documents as the Corporation or such representatives deem necessary or advisable in connection with any such transfer. Promptly after the vesting instructions of the Warrant Holder; provided that if fewer than all Warrant Shares in accordance with Section 2 aboveissuable on exercise of a Warrant Certificate are purchased, a certificate or certificates evidencing the number of shares of Common Stock as to which Warrant Agent (if so requested) shall issue such balance Warrant Certificate for the restrictions have lapsed or been released shall be delivered to the Purchaser or other person entitled under the terms hereof and balance of the Plan to receive Warrant Shares. Such certificates for the shares. The Shares so delivered shall no longer be subject to the Corporation's repurchase right under Section 5, but such shares shall continue to be subject to the other restrictions set forth herein, in the Option Agreement, and in the Plan. Vested Shares and any other amounts deliverable pursuant to the Warrant Shares shall be delivered deemed to be issued, and paid only the person to whom such Warrant Shares are issued of record shall be deemed to have become a holder of record of such Warrant Shares, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided further that if the books of the Company with respect to the Purchaser or Warrant Shares shall be closed as of such date, the Purchaser's beneficiary or personal representativecertificates for such Warrant Shares shall be deemed to be issued, and the person to whom such Warrant Shares are issued of record shall be deemed to have become a record holder of such Warrant Shares, as of the case may bedate on which such books shall next be open (whether before, on or after the applicable Expiration Date) but at the Exercise Price and upon the other conditions in effect upon the date of surrender of the Warrant Certificate and payment of the Exercise Price, whichever shall have last occurred, to the Warrant Agent.
Appears in 3 contracts
Samples: Warrant Agreement (Fieldpoint Petroleum Corp), Warrant Agreement (Fieldpoint Petroleum Corp), Warrant Agreement (American Educational Products Inc)
Delivery of Share Certificate. The Corporation shall issue a certificate or certificates for the Shares, registered in the name of the Purchaser, which certificate(s) shall upon redelivery thereof Subject to the Corporation pursuant to the following provisions of this Section 3 be held by 9, upon receipt of a Warrant Certificate with the Corporation until the restrictions on such Shares shall have lapsed and the Shares shall thereby have become vested or the Shares represented thereby are repurchased by the Corporation in accordance with Section 5. Upon delivery to the Purchaser of the certificate(s) representing the Shares, the Purchaser shall redeliver such certificate(s) to the Corporationexercise form thereon duly executed, together with a stock power payment in full of the Exercise Price for the Warrant Shares being purchased by such exercise, or stock powersupon exercise of the Conversion Right described in Section 4.6, in blank and in substantially the form attached hereto, with respect Warrant Agent shall requisition from the Company's transfer agent (which transfer agent may be the Warrant Agent pursuant to such certificate(sits appointment therefor separately from this Agreement), to be held by certificates for Warrant Shares and upon receipt shall make delivery of certificates evidencing the Corporation pursuant to the terms hereoftotal number of whole Warrant Shares for which Warrants are then being exercised or converted, together with cash as provided in Section 4.8 hereof in respect of any fractional Warrant Shares otherwise issuable upon such surrender. The Purchaser hereby appoints the Corporation certificates shall be in such names and each of its authorized representatives denominations as the Purchaser's attorney(s)-in-fact to effect any transfer of the Shares that are repurchased by the Corporation required for delivery to, or in accordance with the terms hereof or related cash, property or rights (including Restricted Property, as such term is defined below) to the Corporation as may be required pursuant to this Exercise Agreement and to execute such documents as the Corporation or such representatives deem necessary or advisable in connection with any such transfer. Promptly after the vesting instructions of the Warrant Holder; provided that if fewer than all Warrant Shares in accordance with Section 2 aboveissuable on exercise of a Warrant Certificate are purchased, a certificate or certificates evidencing the number of shares of Common Stock as to which Warrant Agent (if so requested) shall issue such balance Warrant Certificate for the restrictions have lapsed or been released shall be delivered to the Purchaser or other person entitled under the terms hereof and balance of the Plan to receive Warrant Shares. Such certificates for the shares. The Shares so delivered shall no longer be subject to the Corporation's repurchase right under Section 5, but such shares shall continue to be subject to the other restrictions set forth herein, in the Option Agreement, and in the Plan. Vested Shares and any other amounts deliverable pursuant to the Warrant Shares shall be delivered deemed to be issued, and paid only the person to whom such Warrant Shares are issued of record shall be deemed to have become a holder of record of such Warrant Shares, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided further that if the books of the Company with respect to the Purchaser or Warrant Shares shall be closed as of such date, the Purchaser's beneficiary or personal representativecertificates for such Warrant Shares shall be deemed to be issued, and the person to whom such Warrant Shares are issued of record shall be deemed to have become a record holder of such Warrant Shares, as of the case may bedate on which such books shall next be open (whether before, on or after the applicable Expiration Date) but at the Exercise Price and upon the other conditions in effect upon the date of surrender of the Warrant Certificate and payment of the Exercise Price, whichever shall have last occurred, to the Warrant Agent.
Appears in 3 contracts
Samples: Warrant Agreement (Ec Power Inc), Warrant Agreement (Ec Power Inc), Warrant Agreement (Firstlink Communications Inc)
Delivery of Share Certificate. The Corporation Subject to the provisions of Section 9, upon receipt of a Warrant Certificate with the exercise form thereon duly executed, together with payment in full of the Exercise Price for the Warrant Shares being purchased by such exercise, the Warrant Agent shall issue a certificate or requisition from the Company's transfer agent (which transfer agent may be the Warrant Agent pursuant to its appointment therefor separately from this Agreement), certificates for Warrant Shares and upon receipt shall make delivery of certificates evidencing the Shares, registered in the name total number of the Purchaser, whole Warrant Shares for which certificate(s) shall upon redelivery thereof to the Corporation pursuant to the following provisions of this Section 3 be held by the Corporation until the restrictions on such Shares shall have lapsed and the Shares shall thereby have become vested or the Shares represented thereby Warrants are repurchased by the Corporation in accordance with Section 5. Upon delivery to the Purchaser of the certificate(s) representing the Shares, the Purchaser shall redeliver such certificate(s) to the Corporationthen being exercised, together with a stock power or stock powers, check as provided in blank and Section 4.7 hereof in substantially the form attached hereto, with respect to of any fractional Warrant Shares otherwise issuable upon such certificate(s), to be held by the Corporation pursuant to the terms hereofsurrender. The Purchaser hereby appoints the Corporation certificates shall be in such names and each of its authorized representatives denominations as the Purchaser's attorney(s)-in-fact to effect any transfer of the Shares that are repurchased by the Corporation required for delivery to, or in accordance with the terms hereof or related cash, property or rights (including Restricted Property, as such term is defined below) to the Corporation as may be required pursuant to this Exercise Agreement and to execute such documents as the Corporation or such representatives deem necessary or advisable in connection with any such transfer. Promptly after the vesting instructions of the Warrant Holder; provided that if fewer than all Warrant Shares in accordance with Section 2 aboveissuable on exercise of a Warrant Certificate are purchased, a certificate or certificates evidencing the number of shares of Common Stock as to which Warrant Agent (if so requested) shall issue such balance Warrant Certificate for the restrictions have lapsed or been released shall be delivered to the Purchaser or other person entitled under the terms hereof and balance of the Plan to receive Warrant Shares. Such certificates for the shares. The Shares so delivered shall no longer be subject to the Corporation's repurchase right under Section 5, but such shares shall continue to be subject to the other restrictions set forth herein, in the Option Agreement, and in the Plan. Vested Shares and any other amounts deliverable pursuant to the Warrant Shares shall be delivered deemed to be issued, and paid only the person to whom such Warrant Shares are issued of record shall be deemed to have become a holder of record of such Warrant Shares, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided further that if the books of the Company with respect to the Purchaser or Warrant Shares shall be closed as of such date, the Purchaser's beneficiary or personal representativecertificates for such Warrant Shares shall be deemed to be issued, and the person to whom such Warrant Shares are issued of record shall be deemed to have become a record holder of such Warrant Shares, as of the case may bedate on which such books shall next be open (whether before, on or after the applicable Expiration Date) but at the Exercise Price and upon the other conditions in effect upon the date of surrender of the Warrant Certificate and payment of the Exercise Price, whichever shall have last occurred, to the Warrant Agent.
Appears in 2 contracts
Samples: Warrant Agreement (Fieldpoint Petroleum Corp), Warrant Agreement (Fieldpoint Petroleum Corp)
Delivery of Share Certificate. The Corporation shall issue a certificate or certificates for the Shares, registered in the name of the Purchaser, which certificate(s) shall upon redelivery thereof Subject to the Corporation pursuant to the following provisions of this Section 3 be held by 9, upon receipt of a Warrant Certificate with the Corporation until the restrictions on such Shares shall have lapsed and the Shares shall thereby have become vested or the Shares represented thereby are repurchased by the Corporation in accordance with Section 5. Upon delivery to the Purchaser of the certificate(s) representing the Shares, the Purchaser shall redeliver such certificate(s) to the Corporationexercise form thereon duly executed, together with a stock power payment in full of the Exercise Price for the Warrant Shares being purchased by such exercise, or stock powersupon exercise of the Conversion Right described in Section 4.6, in blank and in substantially the form attached hereto, with respect Warrant Agent shall requisition from the Company’s transfer agent (which transfer agent may be the Warrant Agent pursuant to such certificate(sits appointment therefor separately from this Agreement), to be held by certificates for Warrant Shares and upon receipt shall make delivery of certificates evidencing the Corporation pursuant to the terms hereoftotal number of whole Warrant Shares for which Warrants are then being exercised or converted, together with cash as provided in Section 4.8 hereof in respect of any fractional Warrant Shares otherwise issuable upon such surrender. The Purchaser hereby appoints the Corporation certificates shall be in such names and each of its authorized representatives denominations as the Purchaser's attorney(s)-in-fact to effect any transfer of the Shares that are repurchased by the Corporation required for delivery to, or in accordance with the terms hereof or related cash, property or rights (including Restricted Property, as such term is defined below) to the Corporation as may be required pursuant to this Exercise Agreement and to execute such documents as the Corporation or such representatives deem necessary or advisable in connection with any such transfer. Promptly after the vesting instructions of the Warrant Holder; provided that if fewer than all Warrant Shares in accordance with Section 2 aboveissuable on exercise of a Warrant Certificate are purchased, a certificate or certificates evidencing the number of shares of Common Stock as to which Warrant Agent (if so requested) shall issue such balance Warrant Certificate for the restrictions have lapsed or been released shall be delivered to the Purchaser or other person entitled under the terms hereof and balance of the Plan to receive Warrant Shares. Such certificates for the shares. The Shares so delivered shall no longer be subject to the Corporation's repurchase right under Section 5, but such shares shall continue to be subject to the other restrictions set forth herein, in the Option Agreement, and in the Plan. Vested Shares and any other amounts deliverable pursuant to the Warrant Shares shall be delivered deemed to be issued, and paid only the person to whom such Warrant Shares are issued of record shall be deemed to have become a holder of record of such Warrant Shares, as of the date of the surrender of such Warrant Certificate and payment of the Exercise Price, whichever shall last occur; provided further that if the books of the Company with respect to the Purchaser or Warrant Shares shall be closed as of such date, the Purchaser's beneficiary or personal representativecertificates for such Warrant Shares shall be deemed to be issued, and the person to whom such Warrant Shares are issued of record shall be deemed to have become a record holder of such Warrant Shares, as of the case may bedate on which such books shall next be open (whether before, on or after the applicable Expiration Date) but at the Exercise Price and upon the other conditions in effect upon the date of surrender of the Warrant Certificate and payment of the Exercise Price, whichever shall have last occurred, to the Warrant Agent.
Appears in 1 contract