Common use of Delivery of Stock and Documents Clause in Contracts

Delivery of Stock and Documents. Upon the closing of any purchase by the Company of any Shares pursuant to Section 8 of this Agreement, the Participant, his or her executor, administrator or beneficiaries shall deliver to the Company the certificate or certificates representing the Shares being sold, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances, duly endorsed for transfer, and such assignments and other documents and instruments evidencing the title of the Participant and of the Participant’s compliance with this Agreement as may be reasonably required by the Company or by counsel for the Company, together with appropriate duly signed stock powers transferring such Shares to the Company, and the Company shall deliver to the Participant, his or her executor, administrator or beneficiaries the Company’s check in the amount of the purchase price for the Shares being sold. Upon the closing of such repurchase, the Participant shall be deemed to have represented and warranted to the Company (and, if requested by the Company, shall then represent and warrant in writing) that the Participant owns the Shares being purchased, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances. The Participant agrees to indemnify the Company against any and all losses, damages, liabilities, claims, actions, proceedings, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of such representation and warranty.

Appears in 3 contracts

Samples: Non Qualified Stock Option Agreement (Alpha Healthcare Acquisition Corp.), Incentive Stock Option Agreement (Alpha Healthcare Acquisition Corp.), Incentive Stock Option Agreement (Alpha Healthcare Acquisition Corp.)

AutoNDA by SimpleDocs

Delivery of Stock and Documents. Upon the closing of any purchase by the Company of any Shares pursuant to Section 8 of this Agreement, the Participant, his or her executor, administrator or beneficiaries shall deliver to the Company the certificate or certificates representing the Shares being sold, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances, duly endorsed for transfer, and such assignments and other documents and instruments evidencing the title of the Participant and of the Participant’s compliance with this Agreement as may be reasonably required by the Company or by counsel for the Company, together with appropriate duly signed stock powers transferring such Shares to the Company, and the Company shall deliver to the Participant, his or her executor, administrator or beneficiaries the Company’s check in the amount of the purchase price for the Shares being sold. Upon the closing of such repurchase, the Participant shall be deemed to have represented and warranted to the Company (and, if requested by the Company, shall then represent and warrant in writing) that the Participant owns the Shares being purchased, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances. The Participant agrees to indemnify the Company against any and all losses, damages, liabilities, claims, actions, proceedings, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of such representation and warranty.

Appears in 2 contracts

Samples: Nonqualified Stock Option Agreement (Regado Biosciences Inc), Nonqualified Stock Option Agreement (Regado Biosciences Inc)

Delivery of Stock and Documents. Upon the closing of any purchase by the Company of any Shares pursuant to Section 8 of this Agreement, the Participant, his or her executor, administrator or beneficiaries shall deliver to the Company the certificate or certificates representing the Shares being sold, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances, duly endorsed for transfer, and such assignments and other documents and instruments evidencing the title of the Participant and of the Participant’s compliance with this Agreement as may be reasonably required by the Company or by counsel for the Company, together with appropriate duly signed stock powers transferring such Shares to the Company, and the Company shall deliver to the Participant, his or her executor, administrator or beneficiaries the Company’s check in the amount of the purchase price for the Shares being sold. Upon the closing of such repurchase, the Participant shall be deemed to have represented and warranted to the Company (and, if requested by the Company, shall then represent and warrant in writing) that the Participant owns the Shares being purchased, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances. The Participant agrees to indemnify indemnity the Company against any and all losses, damages, liabilities, claims, actions, proceedings, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of such representation and warranty.

Appears in 2 contracts

Samples: Incentive Stock Option Agreement (Regado Biosciences Inc), Incentive Stock Option Agreement (Regado Biosciences Inc)

Delivery of Stock and Documents. Upon the closing of any purchase by the Company of any Shares pursuant to Section 7 or 8 of this Agreement, the Participant, his or her executor, administrator or beneficiaries shall deliver to the Company the certificate or certificates representing the Shares being sold, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances, duly endorsed for transfer, and such assignments and other documents and instruments evidencing the title of the Participant and of the Participant’s compliance with this Agreement as may be reasonably required by the Company or by counsel for the Company, together with appropriate duly signed stock powers transferring such Shares to the Company, and the Company shall deliver to the Participant, his or her executor, administrator or beneficiaries the Company’s check in the amount of the purchase price for the Shares being sold. Upon the closing of such repurchase, the Participant shall be deemed to have represented and warranted to the Company (and, if requested by the Company, shall then represent and warrant in writing) that the Participant owns the Shares being purchased, purchased free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances. The Participant agrees to indemnify the Company against any and all losses, damages, liabilities, claims, actions, proceedings, judgments, costs and expenses (including reasonable attorneys’ fees) arising out of any breach of such representation and warranty.

Appears in 1 contract

Samples: Nonqualified Stock Option Agreement (Alpha Healthcare Acquisition Corp.)

AutoNDA by SimpleDocs

Delivery of Stock and Documents. Upon the closing of any ------------------------------- purchase by the Company Corporation of any Shares pursuant to Section 8 or 9 of this Agreement, the Participant, his or her executor, administrator or beneficiaries Participant shall deliver to the Company Corporation the certificate or certificates representing the Shares being sold, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances, duly endorsed for transfer, and such assignments and other documents and instruments evidencing the title of the Participant and of the Participant’s 's compliance with this Agreement as may be reasonably required by the Company Corporation or by counsel for the Company, together with appropriate duly signed stock powers transferring such Shares to the Company, and the Company shall deliver to the Participant, his or her executor, administrator or beneficiaries the Company’s check in the amount of the purchase price for the Shares being soldCorporation. Upon the closing of such repurchasepurchase, the Participant shall be deemed to have represented and warranted to the Company Corporation (and, if requested by the CompanyCorporation, shall then represent and warrant in writing) that the Participant owns the Shares being purchased, free and clear of all options, contracts, commitments, liens, pledges, security interests and other encumbrances. The Participant agrees to indemnify the Company Corporation against any and all losses, damages, liabilities, claims, actions, proceedings, judgments, costs and expenses (including reasonable attorneys' fees) arising out of any breach of such representation and warranty.

Appears in 1 contract

Samples: Incentive Stock Option Agreement (Applied Micro Circuits Corp)

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