Exchange and Delivery of Shares Sample Clauses

Exchange and Delivery of Shares. After the Distribution and payment of the CoffeeCo Special Dividend, at the Merger Effective Time, CoffeeCo Shares shall be converted into the right to receive DutchCo Shares pursuant to, and in accordance with the terms of, the Merger Agreement, promptly following which the Exchange Agent shall transfer the Surviving Corporation Shares received by it for the benefit of former holders of CoffeeCo Shares, in accordance with the relevant provisions of the Dutch Civil Code, to DutchCo and DutchCo shall issue to the Exchange Agent for the benefit of such holders the number of DutchCo Shares specified in the Merger Agreement, following which the Exchange Agent will distribute such DutchCo Shares to such holders in accordance with the terms of the Merger Agreement.
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Exchange and Delivery of Shares. (a) At Closing the Seller shall transfer to the Purchaser 1,363,387 common shares of the Company, which shall constitute all of the issued and outstanding shares of the common stock of the Company. ("KT Shares"). At Closing or as soon as practicable after the Closing Date, the Seller shall surrender for cancellation certificates representing the KT Shares, against delivery of certificates representing the Purchase Shares. Such certificate(s) shall be duly endorsed in blank by the Shareholder or accompanied by duly executed stock powers in blank with signatures guaranteed. Purchaser acknowledges that said certificate(s) represent ownership of the Company only and that no such shares have been or will be registered or issued with the intention of a public market. All KT Shares shall be deemed to be owned by the Purchaser from and after the Closing, and the holder of such certificates previously evidencing the KT Shares outstanding immediately prior to the Closing Date shall cease to have any rights with respect to such KT Shares except as otherwise provided herein or by law.
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Exchange and Delivery of Shares iShopper and Shareholder agree that the Company Shares will be exchanged with iShopper for the iShopper Shares. On the closing date, Shareholders will deliver a stock certificate or certificates for all of the outstanding stock of Company, duly endorsed by Shareholders, as their interests may appear, so as to make iShopper the sole owner of the Company Shares, free and clear of all liens, claims and encumbrances; iShopper shall issue to Shareholders, at closing, in proportion to their respective interests in the Company Shares, 397,000 common shares of iShopper, and to those individuals identified on the attached schedule of option holders ("Option Holders") 3,000 options for iShopper common shares, exercisable at the rate of $0.10/share and vesting as described below. All common shares shall be issued and restricted under SEC Rule 144. Of these total shares and options, 238,200 shares shall be certificated, surrendered and released to Shareholders, and 1,800 options shall vest with Option Holders, at closing; the remaining 158,800 shares will be issued and certificated in Shareholders' names but shall held by the Secretary of iShopper, to be released to Shareholders upon satisfaction of those performance milestones defined at Schedule A hereto, at which time Option Holders' rights to the remaining 1,200 options shall also vest. The escrowed stock and remaining options will be released to Shareholders and Option Holders, respectively, according to their respective interests therein, at a rate of 79,400 shares and 600 options per milestone achieved. The certificates delivered to Shareholders pursuant to this Agreement shall bear a legend in substantially the following form (to which terms Shareholders agree): "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state. The shares of stock have been acquired for investment and may not be sold, offered for sale or transferred in the absence of an effective registration under the Securities Act of 1933, as amended, and any applicable state securities laws, or an opinion of counsel satisfactory in form and substance to counsel for World Wireless Communications, Inc. that the transaction shall not result in a violation of federal or state securities laws."
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Exchange and Delivery of Shares. WWC and Shareholder agree that the Xarc Shares will be exchanged with WWC for the WWC Shares. On the closing date, Xxxxxxx will deliver a stock certificate or certificates for all of the outstanding stock of Xarc, duly endorsed by Xxxxxxx so as to make WWC the sole owner of the Xarc Shares, free and clear of all liens, claims and encumbrances; WWC shall deliver a certificates of stock totaling 10,000 shares to Shareholder according to the following schedule: Upon closing: 2,000 shares Within 30 days of closing 3,000 shares By March 31, 1998 5,000 shares The parties may agree to escrow certificates representing such shares as are not conveyed at the time of closing. The certificates delivered to Shareholder pursuant to this Agreement shall bear a legend in substantially the following form (to which terms Shareholder agrees): "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state. The shares of stock have been acquired for investment and may not be sold, offered for sale or transferred in the absence of an effective registration under the Securities Act of 1933, as amended, and any applicable state securities laws, or an opinion of counsel satisfactory in form and substance to counsel for World Wireless Communications, Inc. that the transaction shall not result in a violation of federal or state securities laws."
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Exchange and Delivery of Shares iShopper and Shareholder agree that the Nowseven Shares will be exchanged with iShopper for the iShopper Shares. On the closing date, Shareholders will deliver a stock certificate or certificates for all of the outstanding stock of Nowseven, duly endorsed by Shareholders, as their interests may appear, so as to make iShopper the sole owner of the Nowseven Shares, free and clear of all liens, claims and encumbrances; iShopper shall deliver at or before closing certificates of stock totaling 1,000,000 shares to Shareholders in proportion to their respective interests in the Nowseven Shares, or as Shareholders may direct. The certificates delivered to Shareholders pursuant to this Agreement shall bear a legend in substantially the following form (to which terms Shareholders agree): "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state. The shares of stock have been acquired for investment and may not be sold, offered for sale or transferred in the absence of an effective registration under the Securities Act of 1933, as amended, and any applicable state securities laws, or an opinion of counsel satisfactory in form and substance to counsel for xXxxxxxx.xxx, Inc. that the transaction shall not result in a violation of federal or state securities laws."
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Related to Exchange and Delivery of Shares

  • 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.

  • Purchase, Sale and Delivery of Shares On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally, and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, respectively, at a purchase price per share of [$_____] per Share, the number of Shares set forth in SCHEDULE A hereto (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the Shares to be purchased by the Underwriters pursuant to this Section 3 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check in next day funds, payable to the order of the Company at the offices of Capital West Securities, Inc., 000 X. Xxxxxxxx, 2nd Floor, Xxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriters and the Company, at 9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date to which payments and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date." The certificates for the Shares to be so delivered will be made available to Capital West at such office or at such other location as Capital West may reasonably request for checking at least one business day prior to the Closing Date and will be in such names and denominations as Capital West may request. If the Underwriters so elect, delivery of the Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company designated by the Underwriters. It is understood that Capital West, individually and not as representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by Capital West prior to the Closing Date for the Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to offer the Shares to the public as set forth in the Prospectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters) and under "Underwriting" in any preliminary prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any preliminary prospectus, the Prospectus or the Registration Statement, and Capital West, on behalf of the respective Underwriters, represent and warrant to the Company that the statements made therein do not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not misleading.

  • Delivery of Shares Delivery of shares of Common Stock upon the exercise of this Option will comply with all applicable laws (including the requirements of the Securities Act) and the applicable requirements of any securities exchange or similar entity.

  • 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.

  • 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:

  • Delivery of Option Shares The Company shall deliver a certificate for the Option Shares to the Employee as soon as practicable after payment therefor.

  • PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES The Firm Common Shares. The Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Company shall be [$_____] per share. The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of NationsBanc Xxxxxxxxxx Securities, Inc., 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company and the Representatives) at 6:00 a.m. San Francisco time, on [___], or such other time and date not later than 10:30 a.m. San Francisco time, on [___] as the Representatives shall designate by notice to the Company (the time and date of such closing are called the "First Closing Date"). The Company hereby acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 375,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A ---------- opposite the name of such Underwriter bears to the total number of Firm Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. Public Offering of the Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in its sole judgment, has determined is advisable and practicable. Payment for the Common Shares. Payment for the Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representatives has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. NationsBanc Xxxxxxxxxx Securities LLC, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement. Delivery of the Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds, in accordance with the Company's written wire transfer instructions, for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds, in accordance with the Company's written wire transfer instructions, for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Common Shares of released by the Underwriters for sale to the public, the Company shall delivery or cause to be delivered copies of the Prospectus in such quantities and at such places as the Representatives shall request.

  • Delivery of Warrants (a) On the date hereof, the Borrower shall issue to the Lenders warrants to purchase an aggregate of six million two hundred fifty thousand shares of Common Stock, in substantially the form set forth on Exhibit E hereto (together with any Warrants issuable pursuant to subsection (b) below, the “Warrants”) at an initial Exercise Price of $1.39 (the “Initial Warrant Exercise Price”) and an expiration date of March 17, 2020.

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