Exchange and Delivery Sample Clauses

Exchange and Delivery. Each Shareholder agrees to deliver to Acquiror, and Acquiror agrees to exchange and accept from each Shareholder, free and clear of all Liens, on the terms and conditions set forth in this Agreement, and for the exchange price described in SECTION 5.2 below, good and marketable title to the number of Shares set forth opposite the name of such Shareholder on Exhibit "A". The Shares to be exchanged pursuant to this Agreement constitute all of the outstanding capital stock of the Company.
Sample 1
Exchange and Delivery. Subject to Section 4 hereof, on April 24, 2014 (the “Closing Date”), or at such other date as shall be agreed by the Holders and the Company, the Holders will deliver to the Company the Original Notes, and, if the Company agrees, at its complete discretion, to accept such delivery, the Company will deliver to the Holders the New Notes. It is understood and agreed that the Company shall have the sole right, at its complete discretion, to reject delivery of the Original Notes, in whole or in part, for any reason, and that the same shall be deemed to be accepted by the Company only when acknowledged by a duly authorized officer of the Company in writing at the closing of the Exchange on the Closing Date. Effective upon the closing of the Exchange, the Holders hereby sell, assign and transfer to the Company, all right, title and interest in the Original Notes, waive any and all other rights with respect to such Original Notes, and release and discharge the Company from any and all claims the Holders may now have, or may have in the future, arising out of, or related to, the Original Notes, including, without limitation, any claims arising from any existing or past defaults, or any claims that the Holders are entitled to receive additional interest with respect to the Original Notes (other than the right to receive any accrued and unpaid interest up to, but excluding, the Closing Date). Upon the Company’s acceptance of the delivery by the Holders of the Original Notes, the Company initially will deliver to the Holders, to be held by the Company on behalf of the Holders, New Notes in physical form bearing a restricted security legend (the “Physical Notes”). Immediately thereafter, the Company shall request that the Trustee remove the legend from the Physical Notes, and the Company shall thereafter deliver on behalf of the Holders the Physical Notes to the Trustee to exchange for an interest in a like principal amount of New Notes in global form not bearing a restricted security legend (the “Global Interests”), to be delivered to the Holders through the book-entry facilities of The Depository Trust Company (“DTC”). On the Closing Date, each Holder agrees (i) to direct the eligible DTC participant through which it holds a beneficial interest in the Original Notes to (A) submit a withdrawal instruction through DTC’s Deposits and Withdrawal at Custodian (“DWAC”) program to the Trustee, acting as trustee of the Original Notes, for the aggregate principal amount of th...
Sample 1
Exchange and Delivery. (a) On the Closing Date, subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Seller shall deliver to the Buyer the Company Stock as provided in Section 1.2, and the Buyer shall deliver to the Seller the Purchase Price at the Closing, as provided in Section 1.2. All stock certificates delivered by the Seller at the Closing shall be duly endorsed or accompanied by a stock transfer power duly endorsed in blank.
Sample 1
Exchange and Delivery. Each Holder hereby assigns and transfers the Exchange Shares to the Company in exchange for the issuance by the Company, effective as of the Effective Date and in full satisfaction of the Company’s obligations to such Holder with respect to the Exchange Shares, of that number of shares of Series C Preferred Stock as set forth next to such Holder’s name on Schedule I hereto (the “Shares”) to such Holder. On the Effective Date, each Holder shall deliver the certificate representing the Exchange Shares to the Company, together with a duly executed stock power, and the Company shall deliver to such Holder a certificate evidencing the Shares, as the case may be, in the name and amount as indicated on Schedule I hereto.
Sample 1
Exchange and Delivery of Certificate(s), Etc. Each closing hereunder pursuant to the exercise of the Company Call by the Company pursuant to Section 5 shall occur at the time and place set forth in the notice referred to in Section 5 hereof. At each such closing hereunder, (a) GFL will surrender to the Company the certificates for the number of Nexar Shares to be exchanged for Company Common Stock by reason of such exercise of the Company Call, and (b) the Company will deliver to GFL a certificate or certificates representing the number of shares of Company Common Stock so purchased in the denominations designated by GFL prior to such closing.
Sample 1
Exchange and Delivery. The closing of the transactions contemplated hereby (the "Closing") shall take place on the date hereof, subject to the satisfaction or waiver in writing of the conditions precedent to the Closing set forth in Section 4 below. The time and date of such closing are hereinafter referred to as the "Closing Date." At the Closing, on the Closing Date, following the Issuer's (i) issuance and delivery to each Purchaser of a New Note evidencing the New Securities to be acquired by such Purchaser hereunder and (ii) payment to each Purchaser by wire transfer of immediately available funds of the aggregate Cash Interest Amount (as defined in the Existing Notes) owing to such Purchaser under such Purchaser's Existing Note as set forth opposite such Purchaser's name on Schedule I attached hereto, such Purchaser shall deliver and surrender to the Issuer for cancellation the evidence of such Purchaser's interest in the Existing Notes. Any transfer taxes payable in connection with the transfer of the New Securities to the Purchasers shall be paid by the Issuer.
Sample 1
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Exchange and Delivery. On the basis of the representations, warranties, covenants and agreements contained herein and subject to the terms and conditions of this Agreement, on or before the date hereof, each Purchaser shall deliver to the Company its 1999 Debentures in the principal amount set forth opposite the name of such Purchaser under the heading “1999 Debentures” on Schedule I in exchange for (a) 2002 Debentures in the principal amount set forth opposite the name of such Purchaser under the heading “2002 Debentures” on Schedule I and (b) that number of Common Shares set forth opposite the name of such Purchaser under the heading “Common Shares” on Schedule I. The 2002 Debentures shall be substantially in the form set forth as Exhibit A attached hereto. Except as set forth in this Agreement, the Table of Contents 2002 Debentures shall (i) be payable on April 15, 2006 and (ii) bear interest (based on a 360-day year consisting of twelve 30-day months) on the unpaid principal amount thereof until due and payable at the rate of six percent (6%) per annum, which interest shall be payable monthly in arrears on the last business day of each month, commencing as of July, 2002, and at maturity or prior prepayment of the 2002 Debentures in full.
Sample 1

Related to Exchange and Delivery

  • Purchase and Delivery Payment for the Firm Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing time and place set forth in Schedule I hereto, or at such other time on the same or such other date, not later than the fifth business day thereafter, as may be designated by you in writing. The time and date of such payment are hereinafter referred to as the “Closing Date.” Payment for any Additional Offered Securities shall be made to the Company in Federal or other funds immediately available in New York City at the closing place referred to above on such date of your determination (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from you to the Company, on behalf of the Underwriters, to purchase a number, specified in said notice, of Additional Offered Securities, or on such other date as shall be designated in writing by you. In any event, such payment date shall be not later than __________, 20__. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Offered Securities and of the Option Closing Date may be given at any time within 30 days after the date of this Agreement. Payment for the Firm Offered Securities or any Additional Offered Securities shall be made against delivery to you on the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, of the Firm Offered Securities or any Additional Capital Securities, as the case may be, registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the Option Closing Date, as the case may be, with any transfer taxes payable in connection with the transfer of the Firm Offered Securities or any Additional Offered Securities, as the case may be, to the Underwriters duly paid.

  • Notice and Delivery 1. Any notice given by either party under this Contract to the other party shall be sent to the addresses shown on the signing page of this Contract, unless either one party is notified in writing by the other party of a change of address. Once the notice is sent to the above address, it is deemed to have been delivered on following dates: For letters, the seventh (7) banking day after the dispatch of registered mail to the principal business address; For delivery by courier, the day on which the recipient signs to acknowledge receipt; For facsimile or emails, the day on which the facsimile or email is sent. However, all notices, requests or other correspondence sent or delivered to the Lender shall only be deemed to have been delivered when the Lender actually receives them. In addition, the originals (affixed with the company seal) of all notices and requests sent to the Lender via facsimile or email shall be delivered by hand or mailed to the Lender afterwards for confirmation purposes.

  • Issuance and Delivery of Shares Once vested, the shares of vested Restricted Stock will be delivered to the Employee via electronic delivery to the Employee’s account with the Company’s stock plan administrator and will be freely transferable by the Employee. The Committee may change the procedure for issuance and delivery of shares of vested Restricted Stock at any time. Notwithstanding any other provision of this Restricted Stock Agreement, the issuance and delivery of the shares of Common Stock under this Paragraph 9 shall be subject to the requirements of Paragraph 12, including restrictions on transfer as provided therein to the extent applicable.

  • Sale and Delivery Shareholders agree to sell and deliver to Acquirer, and Acquirer agrees to purchase and accept from Shareholders, free and clear of all Liens, on the terms and subject to the conditions set forth in this Agreement, and for the purchase price described in Section 1.2, good and marketable title to the Shares. The Shares to be sold and purchased pursuant to this Agreement will, as of the Closing Date, constitute in the aggregate all of the outstanding capital stock of the Company.

  • Orders and Delivery WYETH shall place its firm orders for Product with XXXXXXXXX by submitting a purchase order which sets forth (i) the quantity of Product ordered for delivery; and (ii) the delivery date for that order. Any such order which is in accordance with the forecast set forth in Section 4.1(b) shall be deemed to be accepted by XXXXXXXXX. For all other orders placed by WYETH, unless XXXXXXXXX notifies WYETH in writing within fifteen (15) days of receipt of a purchase order that it is unable to deliver Product in accordance with such purchase order, XXXXXXXXX shall be deemed to have accepted such purchase order as a binding order. If XXXXXXXXX notifies WYETH that it is unable to fill such purchase order, it shall indicate the portion of such purchase order XXXXXXXXX cannot supply by the requested delivery date and specify alternate delivery dates. WYETH may cancel or modify any firm purchase order (in whole or in part) at any time prior to the delivery for any quantity of Product that XXXXXXXXX has not completed Manufacturing pursuant to such purchase order at the time that notice of cancellation is received by XXXXXXXXX; provided that if XXXXXXXXX has commenced but not completed the Manufacture of Product pursuant to such firm purchase order, WYETH shall reimburse XXXXXXXXX for [***] of the Material and Labor costs in respect of any works-in-progress pursuant to such cancelled or modified purchase order (or part thereof) at the time notice of cancellation or modification is received by XXXXXXXXX; and provided, further, that WYETH shall reimburse XXXXXXXXX for the cost of any other Material purchased by XXXXXXXXX to fill a cancelled or modified purchase order (or part thereof) that are unique to the Product and cannot within a reasonable period of time otherwise be used in XXXXXXXXX'x operations. All Product shall be delivered F.O.B. XXXXXXXXX'x Facility in accordance with WYETH's instructions and title, possession and risk of loss shall pass to WYETH upon delivery of Product to WYETH's designated carrier at XXXXXXXXX'x loading dock. In the event that the Product are not delivered F.O.B. XXXXXXXXX'x Facility on the date specified in the applicable purchase order, XXXXXXXXX shall be responsible for any reasonable costs incurred by WYETH as a result of such delay, including, without limitation, any additional costs charged by WYETH's designated carrier.

  • Sale and Delivery of Shares (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Manager, acting as sales agent, and the Manager agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms.

  • Preparation and Delivery On or before the date which is 15 days following the date on which the Space Plans are approved (or deemed approved) by Tenant and Landlord, Landlord shall cause to be prepared final working drawings of all improvements to be installed in the Premises and deliver the same to Tenant for its review and approval (which approval shall not be unreasonably withheld, delayed or conditioned).

  • Sale and Delivery of the Shares On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Manager agree that the Company may from time to time seek to sell Shares through the Manager, acting as sales agent, or directly to the Manager acting as principal, as follows:

  • Issuance, Sale and Delivery of the Shares The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

  • Vesting and Delivery Each Restricted Stock Unit represents an unfunded, unsecured promise by Primerica to deliver one share of Primerica’s common stock, par value $.01 per share (“Common Stock”), subject to the terms and conditions contained in this Agreement and the Plan. The Restricted Stock Units shall, except as provided in Section 3 below, become vested on the Vesting Dates set forth in Section 1, and the Restricted Stock Units so vesting shall be settled by delivery of shares of Common Stock as of the Payment Date with respect to each such Vesting Date. Such delivery of shares of Common Stock by Primerica shall discharge it of all of its duties and obligations under this Agreement and the Plan with respect to such vested Restricted Stock Units.

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