Form of Payment for the Acquired Shares. At the Closing Date, subject to the satisfaction or waiver (in writing) of the conditions set forth in Section 1(d), (e) and (f), (i) the Subscriber shall pay the Purchase Price to the Company for the Acquired Shares and (ii) the Company shall deliver to the Subscriber or a custodian designated by the Subscriber, as applicable, the Acquired Shares in book-entry form, free and clear of any liens or other restrictions whatsoever (other than those arising under state, provincial or federal securities laws and those set forth in any Transaction Document (as defined below)), in the name of the Subscriber (or its nominee in accordance with its delivery instructions). Each book-entry for the Acquired Shares shall contain a notation, and each certificate (if any) evidencing the Acquired Shares shall be stamped or otherwise imprinted with a legend, in substantially the following form: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE REOFFERED, SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM.
Appears in 4 contracts
Samples: Subscription Agreement (Li-Cycle Holdings Corp.), Subscription Agreement (Li-Cycle Holdings Corp.), Subscription Agreement (Li-Cycle Holdings Corp.)
