Common use of Issuance of Share Certificates Clause in Contracts

Issuance of Share Certificates. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding five Trading Days after such exercise (the “Delivery Date”) or, at the request of the Holder (provided that a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect or that the Warrant Shares are otherwise exempt from registration), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the holder of the Warrant Shares so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall be obligated to issue and deliver the shares to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale or other exemption from registration by which the shares may be issued without a restrictive legend and the Issuer and its transfer agent are participating in DTC through the DWAC system. The Holder shall deliver this original Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, at such time that this Warrant is fully exercised. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant Shares referenced by this Warrant. If this Warrant is submitted in connection with any partial exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant Shares being acquired upon such exercise, then the Company shall, as soon as practicable, and in no event later than five Business Days after any exercise, and at its own expense, issue a new Warrant of like tenor representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exercise.

Issuance of Share Certificates. (a) Promptly after the Closing Date, VivaKor shall deliver the Common Stock as Acquisition Consideration pursuant to Section 3.1(a). The number of shares of Common Stock that each HealthAmerica Stockholder will be entitled to receive will be determined by the number of shares of HealthAmerica Common Stock held by such stockholder. Notwithstanding any other provision of this Agreement, no fractional shares of Common Stock will be issued in connection with the Acquisition. Any HealthAmerica Stockholder who is entitled to receive a fractional share shall receive the next whole number of shares of Common Stock. (b) At or after the Closing, each holder of a Certificate representing shares of HealthAmerica Common Stock shall be issued their respective shares of common stock of VivaKor together with a duly completed and executed transmittal letter. (c) At the Effective Time, the stock transfer books of HealthAmerica shall be closed and no transfer of shares of HealthAmerica Common Stock shall be recorded thereafter, other than transfers of shares of HealthAmerica Common Stock that have occurred prior to the Effective Time. In the event of any exercise of this Warrant in accordance with and subject that, after the Effective Time, Certificates are presented for transfer to the terms and conditions hereofVivaKor or HealthAmerica, certificates for the Warrant Shares so purchased they shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding five Trading Days after such exercise (the “Delivery Date”) or, at the request of the Holder (provided that a registration statement under the Securities Act providing Exchange Agent and issued for the resale of Acquisition Consideration as provided for in this Section 3.3. (d) In the Warrant Shares is then in effect event any Certificates shall have been lost, stolen or that the Warrant Shares are otherwise exempt from registration)destroyed, issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof VivaKor shall be deemed for all purposes to be the holder of the Warrant Shares so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall be obligated to issue and deliver the shares to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale Acquisition Consideration and any dividends or other exemption from registration by which the shares may be issued without a restrictive legend and the Issuer and its transfer agent are participating in DTC through the DWAC system. The Holder shall deliver this original Warrant, or an indemnification reasonably acceptable to the Issuer undertaking distributions with respect to VivaKor Common Stock to which such Warrant holder is entitled in exchange for such lost, stolen or destroyed Certificates, upon the case making of its loss, theft or destruction, at an affidavit of that fact by the record holder thereof and the delivery of such time that this Warrant is fully exercised. This Warrant bond as VivaKor may reasonably require. (g) No transfer taxes shall be exercisable, either payable by any stockholder of HealthAmerica in its entirety or, from time to time, for part only respect of the number issuance of Warrant Shares referenced by this Warrant. If this Warrant is submitted in connection with any partial exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant Shares being acquired upon such exercise, then the Company shall, as soon as practicable, and in no event later than five Business Days after any exercise, and at its own expense, issue a new Warrant of like tenor representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise VivaKor Common Stock under this WarrantSection 3.3, less except that if any VivaKor Common Stock is to be issued in a name other than that in which the number Certificate that has been registered, it shall be a condition of Warrant Shares with respect such issuance that the Person requesting such issuance shall pay to which this Warrant is exercised. With respect VivaKor any transfer taxes payable by reason thereof, or of any prior transfer of such Certificate, or establish to partial exercises the satisfaction of this Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exerciseVivaKor that such taxes have been paid or are not payable.

Issuance of Share Certificates. In the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the Warrant Shares so purchased shall be dated the date of such exercise and delivered to the Holder hereof within a reasonable time, not exceeding five three (3) Trading Days after such exercise (such date, the “Delivery Date”) or, at the request of the Holder (provided that either (i) a registration statement under the Securities Act providing for the resale of the Warrant Shares is then in effect or that (ii) the Warrant Shares shares are otherwise exempt from registrationeligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144), issued and delivered to the Depository Trust Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the holder of the Warrant Shares so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or its transfer agent shall only be obligated to issue and deliver the shares to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale or other exemption from registration by which the shares may be issued without a restrictive legend and the Issuer and its transfer agent are participating in DTC through the DWAC system. The Holder shall deliver this original Warrant, or an indemnification reasonably acceptable to the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, at such time that this Warrant is fully exercised. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant Shares referenced by this Warrant. If this Warrant is submitted in connection with any partial exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant Shares being acquired upon such exercise, then the Company shall, as soon as practicable, and in no event later than five Business Days after any exercise, and at its own expense, issue a new Warrant of like tenor representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exercise.

Issuance of Share Certificates. In The Company shall not be required to issue or deliver any certificate evidencing Non-Vested Shares. The Company shall not be required to issue or deliver any certificate for Vested Shares issuable hereunder unless (a) the event of any exercise of this Warrant in accordance with and subject to the terms and conditions hereof, certificates for the Warrant Shares so purchased shall be dated the date issuance of such exercise shares has been registered with the Securities and delivered to the Holder hereof within a reasonable time, not exceeding five Trading Days after such exercise (the “Delivery Date”) or, at the request of the Holder (provided that a registration statement Exchange Commission under the Securities Act providing of 1933, as amended, or counsel to the Company shall have given an opinion that such registration is not required; (b) approval, to the extent required, shall have been obtained from any state regulatory body having jurisdiction thereover, and (c), if applicable, permission for the resale listing of such Shares shall have been given by any national securities exchange on which the Common Stock of the Warrant Shares Company is then in effect or that at the Warrant Shares are otherwise exempt from registration), issued and delivered to the Depository Trust time listed. The Company (“DTC”) account on the Holder’s behalf via the Deposit Withdrawal Agent Commission System (“DWAC”) within may place a reasonable time, not exceeding three (3) Trading Days after such exercise, and the Holder hereof shall be deemed for all purposes to be the holder of the Warrant Shares so purchased as of the date of such exercise. Notwithstanding the foregoing to the contrary, the Issuer or "stop transfer" order with its transfer agent shall be obligated to issue and deliver the shares to the DTC on a holder’s behalf via DWAC only if such exercise is in connection with a sale or other exemption from registration by which the shares may be issued without place a restrictive legend on any stock certificate evidencing Vested Shares. Holder agrees to the imprinting, so long as the Company determines is required under applicable federal and state securities laws, of a legend on any stock certificate evidencing Vested Shares in substantially the Issuer following form or such other form as the Company shall require: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE LAW. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW OR AN OPINION OF THE COMPANY'S COUNSEL THAT REGISTRATION IS NOT REQUIRED. Holder agrees that any removal of the restrictive legend from certificates representing Vested Shares, which removal shall first be authorized by the Company, is predicated on the Company's reliance on, and its transfer agent are participating in DTC through Holder's agreement, that it will not sell any Shares except pursuant to either the DWAC systemregistration requirements of the Act or an exemption therefrom. The If required by the Company, Holder shall deliver this original Warrant, or an indemnification reasonably acceptable to pay the Issuer undertaking with respect to such Warrant in the case of its loss, theft or destruction, at such time that this Warrant is fully exercised. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant Shares referenced by this Warrant. If this Warrant is submitted Company's reasonable expenses in connection with any partial exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant Shares being acquired upon a request to remove such exercise, then the Company shall, as soon as practicable, and in no event later than five Business Days after any exercise, and at its own expense, issue a new Warrant of like tenor representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised. With respect to partial exercises of this Warrant, the Issuer shall keep written records for the Holder of the number of Warrant Shares exercised as of each date of exerciselegend.