Delivery of Stock Consideration. Buyer shall have transferred the Stock Consideration to a book entry account with Colonial Stock Transfer & Trust Company, LLC in the name of and for the benefit of the Seller in order to effectively vest in Seller its right, title and interest in and to the Stock Consideration.
Delivery of Stock Consideration. At the Closing, in consideration for the Purchased Assets, Purchaser shall pay or otherwise provide to Seller the following, within five (5) Business Days after the Closing: 1,200,000 shares of MSLP Common Stock. The number of shares of MSLP delivered at Closing shall be subject to adjustment within nine (9) months following the Closing (the “Escrow Period”) as provided in this Section 3.1(b). At Closing MSLP shall (A) deliver or cause to be delivered to BZNE 600,000 shares of MSLP Common Stock, and (B) deliver or cause to be delivered to the Escrow Agent 600,000 shares of MSLP Common Stock (the “Escrowed Stock Consideration”). MSLP shall have an irrevocable right and option (the “Escrow Option”) to purchase at any time or from time to time during the Escrow Period all of any portion of the Escrowed Stock Consideration at a purchase price of $10.00 per share in cash or immediately available funds (the “Escrow Option Proceeds”). MSLP may exercise the Escrow Option by written notice to the Escrow Agent informing the Escrow Agent of the exercise of the Escrow Option at any time prior to 5:00 P.M. E.T. during the Escrow Period (including by fax or email) of the exercise of the Escrow Option, together with a certified check or wire transfer to the account of the Escrow Agent (which funds shall continue to be subject to the Escrow Agreement during the Escrow Period), with a copy to BZNE(although such copy shall not be a condition to exercise of such Escrow Option). Upon receipt of the Escrow Option Proceeds, the Escrow Agent shall remit such proceeds within three (3) Business Days to BZNE. Upon termination of the Escrow Period, any remaining Escrowed Stock Consideration shall be promptly transmitted to BZNE.
Delivery of Stock Consideration. The Seller and the Buyer agree that delivery of the Stock Consideration shall be made to the Seller at the address provided to the Buyer by the Seller in writing in advance of the date on which such payment is required to be made hereunder.
Delivery of Stock Consideration. Upon delivery of the Transaction Consideration by Buyer in accordance with the terms of this Agreement, such Transaction Consideration will be duly authorized, validly issued, fully paid and nonassessable . Upon the delivery of the Transaction Consideration, such stock certificates shall have been duly authorized and assuming the accuracy and completeness of Sellers' representations in Section 4.15, issued in accordance with applicable federal and state securities laws.
Delivery of Stock Consideration. Within five (5) business days of the Execution Date (the “Issuance Date”), VeriChip shall cause its transfer agent to issue and deliver to Escrow Agent duly authorized, validly issued, fully paid and non-assessable shares of VeriChip Common Stock (the “Restricted Shares”) valued at Three Hundred Thousand Dollars (US$300,000.00) in the name of the Stock Recipients in accordance with Exhibit C (the “Escrow”). The Restricted Shares to be placed in Escrow shall be determined by dividing the sum of Three Hundred Thousand Dollars ($300,000.00) by the VeriChip Average Trading Price (as defined below) preceding the Execution Date. For example, if the calculation of the VeriChip Average Trading Price is forty cents ($0.40) per share on the Execution Date, the number of unregistered shares to be deposited into Escrow shall be Seven Hundred Fifty Thousand (750,000) shares. Notwithstanding anything herein to the contrary, VeriChip shall not be required to issue Stock Consideration to Stock Recipients if the aggregate Stock Consideration issued hereunder would exceed 19.9% of the common stock of VeriChip outstanding on any of the following dates: the Issuance Date or any Escrow Release Date (as defined below).
Delivery of Stock Consideration. (a) Any portion of the Aggregate Closing Consideration payable in the form of Buyer Common Stock in respect of such Closing (if applicable) to be issued pursuant to this Agreement (“Stock Consideration”) (if and when issued to any Seller pursuant to this Agreement, the “Securities”) shall be issued as uncertificated, book-entry shares. Upon the issuance of any Securities, Buyer shall cause Broadridge Corporate Issuer Solutions, Inc. (or its successor transfer agent) to credit in the stock ledger and other appropriate books and records of Buyer such Securities issued to Sellers. Any Stock Consideration (including any calculation thereof for purposes of determining the amount of shares issuable in connection with the satisfaction of any portion of the Aggregate Closing Consideration) shall be subject to appropriate adjustment in the event of any stock dividend, stock split, reverse stock split, combination or other similar recapitalization with respect to the shares of Buyer Common Stock.
Delivery of Stock Consideration. On the Effective Date, OPS shall deliver to the Escrow Agent the Stock Consideration, to be held and distributed in accordance with the terms of the Escrow Agreement. The Stock Consideration shall serve as security for the indemnification obligations of the Shareholders under Section 6.2 below. The OPS Indemnitees may make claims pursuant to their rights under, and in accordance with the terms of Section 6.2 and each such claim, to the extent determined to be valid in the manner provided herein and in the Escrow Agreement, shall be paid to OPS Indemnitee making claim therefor from the Stock Consideration to satisfy claims in accordance with the procedures set forth in the Escrow Agreement. Section 1.7
Delivery of Stock Consideration. As soon as possible after ------------------------------- the Closing Date, Purchaser shall cause to be delivered to each Shareholder a certificate issued in the Shareholder's name for one-half of the Stock Consideration. The parties acknowledge and agree that the Stock Consideration is being received by the Shareholders as a liquidating distribution from the Seller.
Delivery of Stock Consideration. (a) On or promptly after the Effective Time (with respect to the Closing Stock Consideration) and within ten (10) days of all other applicable dates in accordance with Section 2.07(b)(i) (with respect to the First Earn-out Stock Consideration and Second Earn-out Stock Consideration), Parent shall (or shall cause an exchange agent selected by Parent in its sole discretion to) mail or deliver to the Company Member who was, immediately prior to the Effective Time, a holder of record of Existing Company Interests: (i) a letter of transmittal in customary form and containing such provisions as Parent or the exchange agent may reasonably specify (including (A) a provision specifying that the exchange of Existing Company Interests shall be effected, and risk of loss and title to Existing Company Interests shall pass only upon delivery of such Existing Company Interests to Parent or the exchange agent, and (B) a provision pursuant to which such Person agrees to be bound by the provisions of this Section 2.10, Article VII and the other applicable provisions of this Agreement), and (ii) reasonable requirements and instructions for use in effecting the surrender of Existing Company Interests in exchange for the Stock Consideration to which such Person may be entitled pursuant to this Article II. Upon delivery to Parent or the exchange agent (as applicable) of such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Existing Company Interests will be entitled to receive as promptly as practicable (but in no event more than ten (10) days) the Stock Consideration to which such Person is entitled hereunder and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of such holder’s Existing Company Interests, after giving effect to any required deduction for Taxes, subject to the applicable notice requirements to the Company Representative set forth in Section 2.10(c) below. No interest will accrue or be paid with respect to any payment to be made upon surrender of Existing Company Interests.
Delivery of Stock Consideration. The Company has delivered, and ------------------------------- each Holder has acquired, the Common Stock set forth on Schedule I with respect to such Holder aggregating seventy-five thousand (75,000) shares of the Common Stock (the "Shares") in consideration for the execution and delivery of the Third Amendment.
