Issuance and Delivery. At the Closing, subject to the terms and conditions hereof, the Company shall deliver an irrevocable instruction to the Company's secretary to issue and deliver to Purchaser appropriate stock certificates, registered in the name of the Purchaser for the Shares, or his designee.
Issuance and Delivery. The Optionee's written notice to the company shall state the number of Shares with respect to which the Option is being exercised and specify a date, not less than five (5) or more than fifteen (15) days after the date of the mailing of such notice, on which the Shares will be taken and payment made therefor. On the date specified in the notice of exercise, the Company shall deliver, or cause to be delivered, to the Optionee (or his personal representative, as the case may be) stock certificates for the number of Shares with respect to which the Option is being exercised, against receipt of payment therefor. Certificates evidencing the Shares issued upon exercise of the Option may contain such legends reflecting any restrictions upon transfer of the Shares evidenced thereby as in the opinion of counsel to the Company may be necessary for the lawful and proper issuance of such certificates. Delivery of the Shares may be made at the office of the Company or at the office of a transfer agent appointed for the transfer of shares of Common Stock.
Issuance and Delivery. Unless otherwise determined by the Committee, delivery of the Restricted Shares will be by book-entry credit to an account maintained by the registrar and transfer agent of the Shares with the applicable restrictions on transferability imposed on such Restricted Shares by this Award Agreement. Upon the vesting of the Restricted Shares in accordance with this Award Agreement, Byline will instruct the transfer agent to electronically transfer the Grantee’s Shares to a brokerage or other account on the Grantee’s behalf (or make such other arrangements for the delivery of the Shares as Byline reasonably determines).
Issuance and Delivery. The issuance or delivery of any shares of Restricted Stock which have vested may be postponed by the Board for such period as may be required to comply with any applicable requirements under the federal or state securities laws, any applicable listing requirements of any national securities exchange, and any applicable requirements under any other law, rule or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to deliver any such shares of Restricted Stock to Executive if either delivery thereof would constitute a violation of any provision of any law or of any regulation of any governmental authority, any national securities exchange, or Executive shall not yet have complied fully with the provisions herein.
Issuance and Delivery. Optionee’s written notice to the Company shall state the number of shares of Common Stock with respect to which the Options are being exercised and specify a date, consistent with the option exercise rules established by the Committee, on which the shares of Common Stock will be taken and payment made therefor. On the date specified in the notice of exercise, the Company shall deliver, or cause to be delivered to Optionee (or his/her personal representative, as the case may be) stock certificates for the number of shares of Common Stock with respect to which the Options are being exercised, against receipt of payment therefor in full and delivery of, if required by the Committee, (i) a written certificate of Optionee (or his personal representative, as the case may be) to the effect that he/she is purchasing such shares for investment and not with a view to the sale or distribution of any such shares. Certificates evidencing shares of Common Stock issued upon exercise of the Options may contain such legends reflecting any restrictions upon transfer of the shares evidenced thereby as in the opinion of counsel to the Company may be necessary for the lawful and proper issuance of such certificates. Delivery of the shares of Common Stock may be made at the office of the Company or at the office of a transfer agent appointed for the transfer of shares of Common Stock. The Option may not be exercised if the issuance of shares of Common Stock upon such exercise would constitute a violation of any applicable Federal or State securities or other law or regulation.
Issuance and Delivery. Upon the terms and subject to the conditions of this Agreement, AT&T agrees to issue and deliver to Comcast PC, and Comcast PC agrees to accept from AT&T, the AT&T Shares at the Closing. The AT&T Shares shall be issued and delivered in exchange for cancellation of and in full satisfaction of the Comcast Put. The AT&T Shares shall be delivered as provided in Section 2.02.
Issuance and Delivery. The Common Shares and the Additional Shares --------------------- have been duly authorized, and, when issued and delivered in compliance with this Agreement, will be duly and validly issued and delivered and will be fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions. No preemptive rights, or other rights to subscribe for or purchase, exist with respect to the issuance and sale of the Common Shares by the Company pursuant to this Agreement. 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 Common Shares or the Additional Shares to be sold by the Company as contemplated herein.
Issuance and Delivery. At the Closing, the Company shall issue and deliver the Note to Clean Energy and shall update the Company’s unit ledger and all other applicable books and records to reflect such issuance. At the Closing, the Company shall issue and deliver to Clean Energy the Warrant to purchase up to the number of Units as set forth therein and shall update the Company’s unit ledger and all other applicable books and records to reflect such issuance.
Issuance and Delivery. At the Closing, the Company shall authorize its transfer agent to issue to the Purchaser one or more stock certificates registered in the name of the Purchaser, or in such nominee name(s) as designated by the Purchaser in writing, representing the number of Shares set forth in Section 1.1 above. The stock certificate representing the Shares, (the “Certificate”), shall each bear the following legend referring to the fact that the Shares were sold in reliance upon the exemption from registration provided by Section 4(2) of the Shares Act of 1933, as amended (the “Shares Act”), and Rule 506 under the Shares Act: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAVE BEEN ISSUED AND SOLD IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(2) OF THE ACT AND RULE 506 PROMULGATED UNDER THE ACT. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACE OF 1933, AS AMENDED, OR PURSUANT TO RULE 144 UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. The Company will deliver the Certificate in such denomination as requested by the Purchaser against delivery of payment for the Shares by the Purchaser.
Issuance and Delivery. The Shares and the Warrants have been duly --------------------- authorized and, when issued and delivered in compliance with this Agreement, will be duly and validly issued and delivered and will be outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions other than any liens or encumbrances created by or imposed on the holders thereof through no action of the Company; provided, however, that the Shares and the Warrant will be subject to restrictions on transfer and state and federal securities laws and as provided herein. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of the Warrant, and such shares, when issued upon such exercise in accordance with the terms of the Company's Certificate of Incorporation and the Warrant, respectively, and when the price is paid upon exercise of the Warrant, shall be fully paid and nonassessable. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities by the Company pursuant to this Agreement. Except as provided in Schedule 3.3, 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 securities owned by such holder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. Except as provided in Schedule 3.3, 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 Securities to be sold by the Company as contemplated herein.
