Delivery to Grantee Sample Clauses

Delivery to Grantee. The Restricted Shares will be issued to Grantee as of the Grant Date and will be held by Grantee during the Restricted Period in certificated form. Such certificate or certificates for the Shares shall bear a legend under Rule 144 promulgated under the Securities Act of 1933, as amended, as and in such form as required by the Company and during the Restricted Period shall bear the following legend in substantially the following form (in addition to any additional legends required under applicable state securities laws): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN FORFEITURE AND RETRANSFER OBLIGATIONS, RESTRICTIONS ON TRANSFER AND OTHER AGREEMENTS SET FORTH IN A RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN TRADESTATION GROUP, INC., A FLORIDA CORPORATION, AND EFFECTIVE AS OF , 200 , A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. ANY TRANSFER, PLEDGE OR OTHER DISPOSITION OF ANY KIND IN CONFLICT WITH, OR IN DEROGATION OF THE AGREEMENT, IS VOID AND OF NO LEGAL FORCE, EFFECT OR VALIDITY WHATSOEVER.” Stock certificates for the Shares, without the above legend, shall be delivered to Grantee or Grantee’s designee upon request of Grantee after the expiration of the Restricted Period (or from time to time with respect and up to that portion of the Restricted Shares which is deemed to have vested at such time and becomes unrestricted Shares hereunder), but delivery may be postponed for such period as may be required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration requirements under the Securities Act of 1933, as amended, listing requirements under the rules of any stock exchange, and requirements under any other law or regulation applicable to the issuance or transfer of the Shares.

Delivery to Grantee. Grantee shall have the right at any time by notice to Grantor to elect to take the Overriding Royalty Hydrocarbons in kind. Upon election by Grantee to receive the Overriding Royalty Hydrocarbons in kind, effective as of 7:00 a.m., Central Time, on the first day of the second calendar month following the date of such election, the Overriding Royalty Hydrocarbons shall be delivered to Grantee, or to the credit of Grantee, into the facilities of the First Transporter or first purchaser at the delivery points. As between Grantor and Grantee, Grantor shall be in exclusive control and possession of the Overriding Royalty Hydrocarbons delivered hereunder, provided Grantee shall bear the risk of loss of any such Hydrocarbons prior to delivery to Grantee as provided in the preceding sentence and Grantor shall not have any liability to Grantee for any such loss, and after delivery of such Hydrocarbons to Grantee at the delivery points Grantee shall be deemed to be in exclusive control and possession thereof and responsible for any loss, injury, or damage caused thereby. To the extent it has the right to do so, Grantor hereby grants to Grantee easements and rights-of-way over and across the Leases and lands pooled, communitized and/or unitized therewith, together with rights of ingress and egress, for the purposes of receiving, accepting, and taking Overriding Royalty Hydrocarbons at the delivery points; provided Grantee shall be responsible for and shall hold Grantor harmless from any loss resulting from any use. Notwithstanding any provisions of this Conveyance, the Master Conveyance or the Trust Agreement to the contrary, Grantee shall not be permitted to elect to take Production in kind pursuant to this Section 2.02 unless it has previously agreed to bear, and does in fact bear, its share of Specified Post-Production Costs and Specified Taxes, and all other costs and expenses which may otherwise be borne by Grantor which are in excess of the costs and expenses Grantor would otherwise bear if Grantee had not exercised such right to take in kind.

Delivery to Grantee. The Overriding Royalty Hydrocarbons shall be delivered to Grantee, or to the credit of Grantee, into the facilities of the First Transporter or first purchaser at the applicable Delivery Point. As between Grantors and Grantee, Grantors shall be in exclusive control and possession of the Overriding Royalty Hydrocarbons deliverable hereunder and responsible for any loss, damage or injury caused thereby until the same shall have been delivered to Grantee at the applicable Delivery Point, after which delivery Grantee shall be deemed to be in exclusive control and possession thereof and responsible for any loss, injury or damage caused thereby. To the extent it has the right to do so, Grantors hereby grant to Grantee, easements and rights-of-way over and across the Leases and lands pooled, communitized and/or unitized therewith, together with rights of ingress and egress to go on or about such lands for purposes of receiving, accepting and taking Overriding Royalty Hydrocarbons at the applicable Delivery Point and, to the extent necessary, for the construction, maintenance, operation, repair and removal of pipelines, metering stations and any and all other facilities and appurtenances necessary or useful related to the receipt, transportation, measurement, treatment and marketing of the Overriding Royalty Hydrocarbons.

Delivery to Grantee. The Production Payment Oil shall be delivered to Grantee, or to the credit of Grantee, free of cost to the purchaser of Oil at the relevant Delivery Point. As between Grantor and Grantee, Grantor shall be in exclusive control and possession of the Production Payment Oil deliverable hereunder and responsible for any loss, damage or injury caused thereby until the same shall have been delivered to Grantee, or to the credit of Grantee, at the relevant Delivery Point, after which delivery Grantee shall be deemed to be in exclusive control and possession thereof and responsible for any loss, injury or damage caused thereby. To the extent it has the right to do so, Grantor hereby grants to Grantee, easements and rights-of-way over and across the lands pooled, communitized and/or unitized therewith, together with rights of ingress and egress to go on or about such lands for purposes of receiving, accepting and taking Production Payment Oil at the relevant Delivery Point.

Delivery to Grantee. The Production Payment Hydrocarbons shall be delivered into the facilities of the First Transporter, to be marketed in accordance with Section 1.9, below. As between Assignee and Assignor, Assignee shall be in exclusive control and possession of the Production Payment Hydrocarbons deliverable hereunder and responsible for any loss, damage or injury caused thereby (except for physical losses of Hydrocarbons, which shall be considered as Deductible Operating Expenses) until the same shall have been delivered at the Delivery Point.

Delivery to Grantee. The Production Payment Hydrocarbons shall be delivered into the facilities of the First Transporter, to be marketed in accordance with Section 1.9, below. As between Grantee and Grantor, Grantee shall be in exclusive control and possession of the Production Payment Hydrocarbons deliverable hereunder and responsible for any loss, damage or injury caused thereby (except for physical losses of Hydrocarbons, which shall be considered as Deductible Operating Expenses) until the same shall have been delivered at the Delivery Point.

Related to Delivery to Grantee

Consideration for Grant of Rights (a) License Issue Fee and Patent Cost Reimbursement. COMPANY shall pay to M.I.T. on the EFFECTIVE DATE a license issue fee of [**] dollars ($[**]), and, in accordance with Section 6.3, shall reimburse M.I.T. for its actual expenses incurred as of the EFFECTIVE DATE in connection with obtaining the PATENT RIGHTS. These payments are nonrefundable.
Notice to Allow Exercise by Hxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Notice to Allow Exercise by Holder If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
Delivery by Telecopier Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.
Certification of Release The Company named below hereby certifies to Morgan Stanley Mortgage Capital Inc. that, as of the date and time of txx xxxe xx xxx above-mentioned Mortgage Loans to Morgan Stanley Mortgage Capital Inc. the security interests in the Mortxxxx Xoxxx xxxeased by the above-named financial institution comprise all security interests relating to or affecting any and all such Mortgage Loans. The Company warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. _______________________________ By:____________________________ Title:_________________________ Date:__________________________ Exhibit G EXHIBIT G FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT ------------------------------------------- On this ___ day of ____________, ________, _______________ ("Seller"), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, ____ (the "PPTA"), and (ii) that certain Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of _________, ____ (the "Purchase Agreement"), does hereby sell, transfer, assign, set over and convey to Morgan Stanley Mortgage Capital, Inc. ("Purchaser") as the Purchaser unxxx xxe Xxxxxxents (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the "Mortgage Loans"), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the "Agreements" herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SIGNATURE PAGE FOLLOWS] ______________________________ By: __________________________________ Name: ________________________________ Title: _______________________________ Accepted and Agreed: MORGAN STANLEY MORTGAGE CAPITAL INC. By:______________________________ Xxxx: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS ------------------ EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE ------------------------------------------------------- Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a FICO Score of less than ___; or (4) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES ----------------------- Exhibit H EXHIBIT H UNDERWRITING GUIDELINES ----------------------- Exhibit I EXHIBIT I FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT -------------------------------------------- THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] ("Agreement"), among Morgan Stanley Mortgage Capital Inc. ("Assignor"), [____________________] ("Xsxxxxxx") and [SELLER] (the "Company"): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
Notice to Allow Exercise by Xxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.
NOTICE OF STOCK OPTION GRANT Name: Address: You have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number Date of Grant Vesting Commencement Date Exercise Price per Share $ Total Number of Shares Granted Total Exercise Price $ Type of Option: Incentive Stock Option Nonstatutory Stock Option Term/Expiration Date:

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